Common use of Credits and Prorations Clause in Contracts

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of ClosingClosing Date, as if Purchaser were was vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation, the following: (i) all rents, electricity charges and other sums due under the Leases (collectively, the "Rents"), if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases)collected; (ii) all real estate taxes and assessments (including personal property taxes taxes, if any, on the Personal Property) and assessments levied against affecting the PropertyProperty as provided in Section 4.4(b)(ii) below; (iii) payments under the Operating Agreements; (iv) gas, electricity and other all utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than thirty (30) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; and (iv) all amounts payable under the Assumed Operating Agreements; (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding In addition to and notwithstanding anything contained in the foregoing provisions:Section 4.4(a) hereof (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any all security deposits together with interest required to be paid thereon (collectively, the "Security Deposits") actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), Security Deposits and (B) Purchaser Seller shall credit be entitled to the account of Seller all receive and retain refundable cash or other deposits posted with utility companies serving companies. At Closing, Seller shall, to the Propertyextent assignable, assign (at Seller's cost, unless the Tenant is responsible for the cost thereof under its Lease) to Purchaser any letters of credit or other non-cash Security Deposits (to the extent such Security Deposits have not been properly applied against delinquent Rents as provided in the Leases) or, at Seller’s optionif such letters of credit or other non-cash security deposits are not assignable, Seller shall be entitled reasonably cooperate with Purchaser to receive and retain such refundable cash and depositshave them re-issued in the name of Purchaser at Seller's cost. In the event any security deposits shall that post-Closing, such letters of credit or other non-cash Security Deposits have not been deposited with Seller in a form other than cash (e.g. letter transferred to Purchaser and Purchaser is entitled to draw thereon pursuant to the terms of credit)the applicable Lease, then at Purchaser's request, Seller shall satisfy its obligations hereunder with respect to draw on such security deposit by delivering to Purchaser an assignment letters of credit or other non-cash Security Deposits and immediately upon receipt transfer such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same funds to Purchaser, or take such other actions post-Closing as are reasonably necessary to realize on such letters of credit pursuant to the terms of the Lease. The obligations of Seller and appropriate instruments of transfer or assignmentPurchaser under this Section 4.4(b)(i) shall survive the Closing until all Security Deposits have been assigned and transferred to Purchaser. (ii) Any Seller shall be responsible for real estate taxes paid at or assessed during calendar year 2011 which are payable in calendar year 2012, real estate taxes for all years prior to Closing 2011 and real estate taxes for the portion of 2012 in which Seller owned the Property. Purchaser shall be prorated based upon the amounts actually paid. If responsible for real estate taxes and assessments for the current year have not been paid before portion of 2012 in which Purchaser owned the Property and real estate taxes for all subsequent years. At Closing, Seller shall deposit with the Escrow Agent the following funds to be charged at Closing held by Escrow Agent in an amount interest bearing account: (x) $420,265 which is 45% of the actual 2010 real estate taxes ($951,265) ("Seller's 2011 Tax Funds") for payment of the 2011 second installment real estate tax xxxx, (y) funds equal to that the amount of Seller's share of 2012 real estate taxes determined by multiplying the amount of the actual 2010 real estate taxes ($951,265) by a fraction, the numerator of which is the number of days in the calendar year for the period commencing on January 1, 2012 and ending on the day before the Closing Date, and the denominator of which is 365 ("Seller's 2012 Tax Funds") for payment of the 2012 real estate taxes (payable in 2013), and (z) funds equal to the amount of $40,000, which is Seller's approximate portion of the real estate taxes due under that certain Declaration of Covenants, Easements and Restrictions dated June 25, 2001, as amended (the "Parking Garage Agreement"), with the owner (the "Garage Owner") of the parking garage adjacent to the Property and located at 00 Xxxxxxxxx Xxxxx (the "Parking Garage") plus the amount of Seller's portion of the operating costs due under said agreement and determined by the Garage Owner and Seller in accordance with the Parking Garage Agreement ("Seller's Garage Funds"). All interest earned on such funds shall be for the benefit of Seller. Upon receipt of the 2011 second installment real estate tax xxxx, Purchaser shall promptly deliver the original xxxx to the Escrow Agent with a copy to Seller. Escrow Agent shall disburse Seller's 2011 Tax Funds for timely payment of the 2011 second installment real estate tax xxxx and any excess Seller's 2011 Tax Funds shall be refunded to Seller and any deficiency in Seller's 2011 Tax Funds shall be promptly paid to Escrow Agent by Seller. Upon receipt of the 2012 first installment real estate tax xxxx, Purchaser shall promptly deliver the original xxxx to the Escrow Agent, with a copy to Seller, together with funds sufficient to pay Purchaser's portion of the xxxx. Escrow Agent shall disburse Seller's 2012 Tax Funds, together with said Purchaser's funds, for timely payment of the 2012 first installment real estate tax xxxx. Seller and Purchaser agree to re-prorate 2012 real estate taxes upon receipt of the 2012 second installment real estate tax xxxx. Purchaser shall promptly deliver the original 2012 second installment real estate tax xxxx to the Escrow Agent, with a copy to Seller, together with funds sufficient to pay Purchaser's portion of the xxxx. Escrow Agent shall disburse Seller's 2012 Tax Funds, if any such funds are remaining, together with said Purchaser's funds, for timely payment of the 2012 second installment real estate tax xxxx and any excess Seller's 2012 Tax Funds shall be refunded to Seller and any deficiency in Seller's 2012 Tax Funds shall be promptly paid to Escrow Agent by Seller. Upon receipt of a statement of amounts due from the owner of the Property for its portion of 2012 real estate taxes and assessments which relates operating costs for the Parking Garage from the Garage Owner, Seller and Purchaser shall prorate said amounts between Seller and Purchaser with respect to their respective periods of ownership. Seller shall promptly deliver the statement to the period before Escrow Agent, together with a statement of proration of such amounts prepared by Seller and Purchaser. Purchaser shall deposit with Escrow Agent its share of said proration. Escrow Agent shall disburse Seller's Garage Funds in the amount set forth on the statement of proration, together with said Purchaser's funds, to the Garage Owner, and any excess Seller's Garage Funds shall be refunded to Seller and any deficiency in Seller's Garage Funds shall be promptly paid to Escrow Agent by Seller. Any credit or refund paid to Seller by the Garage Owner related to real estate taxes for 2011 and prior years for the Parking Garage shall be retained by Seller. Seller shall pay the portion of any special assessments due and payable prior to the Closing Date, and Purchaser shall pay the taxes portion of any special assessments due and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which payable on and after the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing.Closing Date; (iii) Charges charges referred to in Section 4.5(a4.4(a) hereof which are payable by any tenant to a third party party, shall not be apportioned hereunderhereunder (except as provided in Section 4.4(b)(vii)), and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same; (iv) as to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay one or more or all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing; and (v) unpaid and delinquent Rent (including, without limitation, Reimbursable Tenant Expenses) shall not be prorated at Closing. Unpaid and delinquent Rent collected by Seller and Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent Rent for the Property, Seller shall, within fifteen (15) days after Seller's receipt thereof, deliver to Purchaser any such Rent which Purchaser is entitled to hereunder relating to the period from and after Closing Date, and (b) if Purchaser collects any unpaid or delinquent Rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such Rent which Seller is entitled to hereunder relating to the period prior to the Closing Date. Seller and Purchaser agree that all Rent received after the Closing Date shall be applied first to costs of collection, next to current Rent, then to rent payable during the month in which the Closing occurs and finally to delinquent Rent due prior to the Closing Date, if any, in the inverse order of maturity. Purchaser will make a good faith commercially reasonable effort after Closing to collect all delinquent Rents in the usual course of the operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent Rents. Seller may attempt to collect any delinquent Rents owed Seller and may institute any lawsuit or collection procedures but may not evict any tenant or terminate any Lease. (c) Seller and Purchaser shall each have the right to file and prosecute an appeal of the real property tax assessment for calendar year 2012 (payable in 2013) and for the tax years prior to Closing, and may take related actions which Seller or Purchaser, as applicable, deems appropriate in connection therewith. The parties shall cooperate with each other in connection with such appeal and collection of a refund of real property taxes paid. Purchaser owns and holds all right, title and interest in and to such appeal and refund, and all amounts payable in connection therewith shall be paid directly to Purchaser by the applicable authorities. If such refund or any part thereof is received by Seller, Seller shall promptly pay such amount to Purchaser. Any refund received by Purchaser, or paid to Purchaser by Seller per the immediately preceding sentence, shall be distributed as follows: first, to reimburse the applicable party for all costs incurred in connection with the appeal; second, with respect to refunds payable to tenants of the Real Property pursuant to the Leases, to such tenants in accordance with the terms of such Leases (if any); and third, to Seller and Purchaser in proportion to the period of time each owned the Real Property, with Purchaser being deemed to have owned the Real Property on the Closing Date. Each party shall have the right to participate in an appeal of the other party. (d) Except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the parties' reasonable estimates of such amount, and shall be the subject of a final proration thirty (30) days after Closing, or as soon thereafter as the precise amounts can be ascertained; but in no event shall (i) any reproration under this Agreement, other than with respect to real estate taxes and assessments pursuant to Section 4.4(b)(ii) above and Reimbursable Tenant Expenses pursuant to Section 4.4(b)(vi) above, occur more than one hundred eighty (180) days after the Closing; and (ii) any reproration of real estate taxes and assessments pursuant to Section 4.4(b)(ii) occur any later than forty-five (45) days after the issuance of the final real estate tax xxxx for calendar year 2012 (payable in 2013). Each party shall promptly notify the other when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, Purchaser shall prepare, and certify as correct, a final proration statement which shall be subject to Seller's approval. Upon Seller's acceptance and approval of any final proration statement submitted by Purchaser, such statement shall be conclusively deemed to be accurate and final. (e) Any amounts due Seller or Purchaser under this Section 4.4 from the other party, which are not paid within ten (10) business days following written demand, shall bear interest from and after the date of demand at the annual rate of interest equal to the Prime Rate (as hereinafter defined) plus 5%. "Prime Rate" shall mean annual rate of interest the highest prime rate (or base rate) reported, from time to time, in the Money Rates column or section of The Wall Street Journal as having been the rate in effect for corporate loans at large U.S. money center commercial banks (whether or not such rate has actually been charged by any such bank). Subject to Section 4.4(d) hereof, the provisions of this Section 4.4 shall survive Closing.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of ClosingClosing Date, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, general real estate taxes and special assessments (if any) levied against the Property, as and when collected (the term “rents” as used more particularly described in this Agreement includes all payments due and payable by tenants under the Leases)Section 4.4(b)(i) below; (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring readings (which final meter readings shall be initiated by Seller within the five (5) day period prior to Closing); and (viii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller of comparable real property in the area in which the Real Property is locatedlocated (it being understood that Seller shall be responsible for and bear any and all operating expenses for the Property accrued for the period prior to Closing, and shall credit Purchaser at Closing, the amount of any such expenses accrued but not paid as of such date). (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled responsible to receive pay all ad valorem taxes and retain such refundable cash annual installments of special assessments on the Property that are due and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder payable with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or period prior to Closing; however, the taxes and assessments for the year in which the Closing shall occurs will be prorated based upon between Seller and Purchaser as of the amounts actually paidClosing Date. The proration will be computed and paid on the basis of the current year’s tax and assessment statements. If Seller has not received the current year’s statements prior to Closing, the proration will be computed on the basis of the most recent prior statements, taking into account any known changes in the tax rate(s) for the current year. If taxes and assessments for the current year have in which the Closing occurs are not been paid before yet due and payable as of Closing, Seller Purchaser shall be charged receive a credit against the Purchase Price at Closing an amount equal to that for the portion of such the taxes and assessments which that relates to the period before Property from January 1 of the year of Closing through but not including the Closing Date and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax If taxes and assessments for any portion of the year for in which the tax rate or assessed valuationClosing occurs have been paid by Seller prior to Closing, or both, have not yet been fixed Seller shall be based upon receive a credit at Closing for the tax rate and/or assessed valuation last fixedportion of such paid taxes and assessments that relates to the Property from and after the Closing Date. To the extent that the actual taxes and assessments for the current any tax year for which a proration credit is given at Closing differ from the amount apportioned at Closing, the parties shall promptly make all necessary adjustments by appropriate payments between themselves following Closing. (iiiii) Charges As to gas, electricity and other utility charges referred to in Section 4.5(a4.4(a)(ii) hereof which are payable by any tenant above, Seller may on notice to a third party Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Purchaser Seller's obligation to pay such item directly in such case shall accept title subject to any of such charges unpaid and Purchaser shall look solely to survive the tenant responsible therefor for the payment of the sameClosing.

Credits and Prorations. (a1) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i1) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii2) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii3) payments under the Operating Agreements; (iv4) gas, electricity electricity, water, sewer and other utility charges in connection with the Property for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (and Seller shall use commercially reasonable efforts to cause the utilities to read the meters as close as possible to the date of Closing); and (v5) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b2) Notwithstanding anything contained in the foregoing provisions: (i1) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or shall credit to the account of Purchaser the amount of all cash security deposits held by Seller, $608 (which represents an additional security deposit for Belay & Belay Investment, Inc.) and any interest on such security deposits (if and only to the extent such security deposits are not applied against delinquent rents or otherwise as provided in required by the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentapplicable Lease. (ii2) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments (together with interest and penalties thereon) which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii3) Charges referred to in Section 4.5(a4.4(a) hereof above which have been contracted for by a Tenant to a third party and are payable by any tenant such Tenant directly to a said third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. (4) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (5) As to gas, electricity and other utility charges referred to in Section 4.4(a)(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing. (6) The Personal Property is included in this sale, without further charge. (7) If (i) Purchaser approves any new Lease, or the renewal or extension of an existing Lease which is not provided for thereunder, which approval includes an approval of the costs to be incurred by the landlord on account thereof, or (ii) a Tenant exercises, after the Effective Date, a renewal or extension of an existing Lease pursuant to a right set forth therein, which exercise requires the landlord to incur certain costs on account thereof, then Purchaser shall be responsible for such costs and Seller shall have no responsibility therefor. If, as of the date of Closing, Seller shall have paid any costs for which Purchaser is responsible pursuant to the foregoing sentence, Purchaser shall reimburse Seller therefor at Closing. The provisions of this Section shall survive the Closing. (8) All moneys received from Tenants from and after the date of Closing shall belong to Purchaser and shall be applied by Purchaser to current rents and other charges under the Leases. After application of such moneys to current rents and charges, Purchaser agrees to remit to Seller any excess amounts paid by a Tenant to the extent that such Tenant was in arrears in the payment of rent prior to the Closing. Attached hereto as Schedule 4.4(b)(8) is a schedule of delinquent rents as of the Effective Date, which schedule shall be updated as of the date of Closing. (9) At the Closing, Seller shall deliver to Purchaser a list of additional rent, however characterized, under each Lease, including without limitation, real estate taxes, electrical charges, utility costs and operating expenses (collectively, "Additional Rents") billed to Tenants for the calendar year in which the Closing occurs (both on a monthly basis and in the aggregate), the basis for which the monthly amounts are being billed and the amounts incurred by Seller on account of the components of Additional Rents for such calendar year. Upon the reconciliation by Purchaser of the Additional Rents billed to Tenants, and the amounts actually incurred for such calendar year, Seller and Purchaser shall be liable for overpayments of Additional Rents, and shall be entitled to payments from Tenants, as the case may be, on a pro rata basis based upon each party's period of ownership during such calendar year. In addition, Seller has advised Purchaser that Xxxxxx Brothers, Inc., is obligated to pay percentage rent in accordance with its lease, and upon receipt by Purchaser of any percentage rent which pertains to the period of time prior to Closing, Purchaser shall promptly remit to Seller its proportionate share thereof. (10) With respect to the ongoing tenant improvement work being performed for Radio Free Europe, Seller shall provide to Purchaser at Closing a credit in the amount of any sums remaining to be paid by Seller pursuant to such tenants' leases. With respect to the ongoing tenant improvement work being performed for Xxxxxx X. Del Balzo, Seller shall credit to Purchaser at Closing an amount equal to 120% of any sums outstanding for such work as of Closing, and the unused portion of such credit shall be reimbursed to Seller promptly after completion and acceptance by Xxxxxx X. Del Balzo of the tenant improvement work for such tenant. The amount of the credit due on account of such work shall be based on a letter from the contractor setting forth the amounts owed to it. The credit shall also include amounts due for the construction management fee for such work. With respect to Seller's obligations to such tenants for the aforesaid tenant improvement work, Seller shall provide to Purchaser at Closing such written documentation as Purchaser may request for the purpose of establishing the amounts remaining to be paid to such tenants in connection with such work, Seller acknowledging that Purchaser is requesting the estoppel from Radio Free Europe to set forth the amount still due. (3) Any errors in calculations or adjustments shall be corrected or adjusted as soon as practicable after the Closing. The provisions of this Section 4.4 shall survive Closing.

Credits and Prorations. (a) The following provisions shall be apportioned govern the apportionment of income and expenses with respect to the Property between Transferor and Transferee: (a) Real estate taxes and assessments and personal property taxes for 2006, and prepaid insurance shall be prorated at Closing. (b) All rentals, revenues and other income and all expenses under the Operating Agreements shall be prorated between Transferor and Transferee at Closing as of the Cutoff Time (as defined below). (c) Transferor shall arrange for final meter readings on all utilities at the Property to be taken on the day preceding Closing. Transferor shall be responsible for the payment of utilities used through the day preceding the Closing Date and Transferee shall be responsible for the payment of utilities used on or after the Closing Date. With respect to any utility for which there is no meter, the expenses for such utility shall be prorated between Transferor and Transferee at Closing based upon the most current xxxx for such utility. Any deposits for utilities shall inure to the benefit of and be deemed assigned to Transferee. Transferor and Transferee shall cooperate to cause the transfer of utility company accounts from Transferor to Transferee. (d) All security deposits and other deposits payable to tenants under the Leases shall be credited to Transferee at Closing. (e) The prorations described in this Section 4.4 shall be made as of 12:01 a.m.a.m. on December 1, on 2006 (the day of Closing“Cutoff Time”), as if Purchaser Transferee were vested with title to the Property during the entire day upon which Closing occurs: (i) rentsof December 1, if any2006. All prorations described in this Section 4.4 shall be effected by increasing or decreasing, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gascase may be, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (cash to the extent such security deposits are not applied against delinquent rents be paid by Transferee to Transferor at Closing. Transferor and Transferee agree to adjust between themselves after Closing any errors or otherwise as provided omissions in the Leases)prorations made at Closing; provided, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Propertyhowever, or, at Seller’s option, Seller that such prorations shall be entitled deemed final and not subject to receive and retain further post Closing adjustments if no such refundable cash and deposits. In the event any security deposits shall adjustments have been deposited with Seller in a form other than cash requested within one (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to 1) year after the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentClosing Date. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.

Credits and Prorations. (a) The following provisions shall be apportioned govern the ---------------------- apportionment of income and expenses with respect to the Property between Seller and Purchaser: (a) Real estate taxes shall be prorated between Seller and Purchaser at Closing. If the Closing shall occur before the amount of taxes is fixed, the apportionment of taxes shall be made based upon one hundred five percent (105%) of the tax rate for the preceding year, applied to the latest assessed valuation of the Property. Upon receipt of the actual tax xxxx for the Property, the proration of taxes made at Closing shall be subject to adjustment pursuant to Section 4.4(d) below. (b) Seller shall arrange for final meter readings on all utilities at the Property to be taken on the day preceding Closing. Seller shall be responsible for the payment of utilities used through the day preceding the Closing Date and Seller shall be responsible for the payment of utilities used on or after the Closing Date. With respect to any utility for which there is no meter, the expenses for such utility shall be prorated between Seller and Purchaser at Closing based upon the most current xxxx for such utility. Any deposits for utilities shall inure to the benefit of and be deemed assigned to Purchaser. Seller and Purchaser shall cooperate to cause the transfer of utility company accounts from Seller to Purchaser. (c) If Purchaser elects to accept a transfer to Seller's insurance coverage on the Property (which election may be made at Purchaser's sole discretion), the insurance premium for such insurance coverage shall be prorated between Seller and Purchaser at Closing. (d) The prorations described in this Section 4.4 shall be made as of 12:01 a.m., a.m. on the day of ClosingClosing Date, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any. All prorations described in this Section 4.4 shall be effected by increasing or decreasing, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gascase may be, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (cash to the extent such security deposits are not applied against delinquent rents be paid by Purchaser to Seller at Closing. Seller and Purchaser agree to adjust between themselves after Closing any errors or otherwise as provided omissions in the Leases)prorations made at Closing; provided, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Propertyhowever, or, at Seller’s option, Seller that such prorations shall be entitled deemed final and not subject to receive and retain further post Closing adjustments if no such refundable cash and deposits. In the event any security deposits shall adjustments have been deposited with Seller in a form other than cash requested within one hundred twenty (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to 120) after the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentClosing Date. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: . Subject to the provisions of this Section 4.4, such prorated items shall include without limitation the following: (i) rentsall Rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); ; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; Property to the extent such taxes and assessments are not the obligation of the Tenant under the Net Lease to pay; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liableliable (to the extent such utility charges are not the obligation of the Tenant under the Net Lease to pay), if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; and (iv) all amounts payable under brokerage agreements and Operating Agreements, pursuant to the terms of this Agreement; (v) all amounts payable by the landlord under articles 34(f), 35 and 37 of the Net Lease and (vi) any other operating expenses or other items pertaining to the Property (to the extent the same are not the obligation of the tenant under the Net Lease to pay) which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted by Seller with utility companies serving the Property, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid by Seller at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable by Seller during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(d) hereof; (iii) Charges referred to in Section 4.5(a4.4(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller; (iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay one or more or all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (v) Seller shall be responsible for the payment of all tenant improvement costs and leasing commissions with respect to the Net Lease, if any, that arose in the period prior to the Effective Date. Purchaser shall be responsible for the payment of all other Tenant Inducement Costs and leasing commissions (including the override commissions earned by Xxxxxxx & Wakefield pursuant to its exclusive agency agreement with Seller) with respect to the relocation of Xxx Xxxxxxxxx & Company from the Tower, the prospective New York Academy of Sciences ("NYAS") lease, and any other new leases. Notwithstanding the foregoing, Seller shall reimburse Purchaser for the Excess Costs (as defined below) with respect to not more than 50,000 rentable square feet in the South Building, but only to the extent that Purchaser's Tenant Inducement Costs and leasing commissions for such 50,000 rentable square feet exceed $3,000,000 (such excess hereinafter referred to as the "Excess Costs"), provided that in no event shall such reimbursement exceed $1,500,000. For purposes hereof, the term "Tenant Inducement Costs" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder not later than 12 months after the Closing to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, base building costs, lease buyout or relocation costs, and moving, design, refurbishment and club membership allowances. The term "Tenant Inducement Costs" shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the date of Closing. In order to receive reimbursement of Excess Costs, Purchaser shall deliver evidence reasonably satisfactory to Seller that Purchaser has incurred the Excess Costs, and Seller shall promptly thereafter reimburse Purchaser therefor.

Credits and Prorations. (a) The following Subject to the rights and obligations of the parties under the Lease Agreement, all income and expenses of the Property between Seller and Purchaser shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following: (i) rentsall rents under the Lease Agreements, if any, as and when collected any (to the term “rents” as used in this Agreement includes all payments due and payable by tenants extent any rent under the LeasesLease Agreement has accrued but is unpaid at Closing, Seller shall receive a credit from Purchaser for such amount); (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current bill for each such utility; (xx) all amounts payable under Operating Agreements, pursuant to the terms of this Agreement; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (iSection 4.4(a) At hereof, at Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at but only to the extent paid by Seller’s option. (c) At Closing, Seller shall be entitled will assign to receive and retain such refundable cash and deposits. In Purchaser pursuant to the event any security deposits shall have been deposited with Seller Assignment of Contracts, without warranty or recourse, all pending real property tax appeals relating to tax years in a form other than cash (e.g. letter of credit)which Purchaser, Seller shall satisfy its obligations hereunder as tenant under the Lease Agreements, paid all real property taxes with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentProperty. (iid) Any taxes paid at Except as otherwise provided herein, any revenue or prior to expense amount which cannot be ascertained with certainty as of Closing shall be prorated based upon on the amounts actually paid. If taxes basis of the parties' reasonable estimates of such amount, and assessments for shall be the current year have not been paid before subject of a final proration ninety (90) days after Closing, or as soon thereafter as the precise amounts can be ascertained. Purchaser shall promptly notify Seller when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, Purchaser shall prepare, and certify as correct, a final proration statement which shall be charged at Closing an amount equal subject to that portion Seller's approval. Upon Seller's acceptance and approval of any final proration statement submitted by Purchaser, such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed statement shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes conclusively deemed to be accurate and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closingfinal. (iiie) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely Subject to the tenant responsible therefor for final sentence of Section 4.4(d) hereof, the payment provisions of the samethis Section 4.4 shall survive Closing.

Credits and Prorations. (a) The following shall be apportioned between Seller and Purchaser with respect to the Property as of 12:01 a.m., a.m. Eastern Time on the day of Closing, as if Purchaser were vested with title to owned the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when actually collected by Seller or its management agent (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases), based on the Updated Rent Roll; (ii) taxes for the current fiscal year (including personal property taxes on the Personal Property) and assessments levied against the PropertyLand and Improvements; (iii) payments due and any prepayments made under the Operating Assumed Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if anycharges, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property (except insurance) which are customarily prorated between a purchaser and a seller of real property in the area in which the Property Land is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the PropertyLand and Improvements, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) At Closing, Purchaser shall receive a credit for the aggregate amount of (a) all Security Deposits, and (b) any other deposits due and payable to Seller pursuant to Leases to the extent the same are actually held by or on behalf of Seller; provided, however, Seller shall be entitled to apply Security Deposits against delinquent rent prior to Closing in the ordinary course of business. (iii) Any taxes paid at or prior to Closing on account of the real or personal property for the current fiscal year shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and and, following the Closing, Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves promptly following Closing. (iiiiv) Charges referred Seller shall receive the entire advantage of any discounts for the prepayment prior to the Closing of any taxes, water rates or sewer rents. (v) Unpaid and delinquent rent after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent after the Closing Date relating to post-Closing periods, Seller shall, within ten (10) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the Closing Date and any period thereafter, and (b) if Purchaser collects any unpaid or delinquent rent which accrued and was due and payable to Seller prior to the Closing Date, Purchaser shall, within ten (10) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the Closing Date. Seller and Purchaser agree that if, as of the Closing, any rent is in arrears (“Delinquent Rent”) for the calendar month in which the Closing occurs but not for prior periods, then the first rent collected by Purchaser shall be deemed to be attributable to the calendar month in which the Closing occurred and it shall be prorated between Purchaser and Seller as of the Closing. If Delinquent Rent is in arrears for a period prior to the calendar month in which the Closing occurs, then rents collected by Purchaser shall first be applied to current rent and then to Delinquent Rent. Purchaser will make a good faith effort after Closing to collect all rents (including Delinquent Rent) in the usual course of Purchaser’s operation of the Property. (c) The provisions of this Section 4.4 shall survive Closing; provided that, notwithstanding anything to the contrary in the foregoing, all adjustments and prorations (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of one hundred eighty (180) days after the Closing Date, except (i) as to the items set forth in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder4.4(c), and Purchaser (ii) with respect to property taxes, if the current tax rate or assessed valuation is not available by such date, adjustments with respect to property taxes shall accept title subject be made within thirty (30) days after the later to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment become available of the sametax rate or assessed valuation.

Credits and Prorations. (a) The following All income and expenses in connection with the operation of the Property shall be apportioned with respect to the Property as of 12:01 a.m., 11:59 p.m. (Eastern Standard time) on the day of Closingprior to the Closing Date, as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day upon which preceding the Closing occursDate and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter. Items (1)-(5) below will be prorated at Closing utilizing the information known at that time. A post-closing “true-up” shall take place within ninety (90) days of the Closing Date to adjust the prorations of said items (1), (3), (4) and (5), if necessary, and within a reasonable time to adjust the proration of said item (2), if necessary. Such prorated items shall include, without limitation, the following: (i1) rents, if any, as and when based on the amount collected (for the current month. The term “rents” as used in this Agreement includes all payments due and payable by received from tenants under the LeasesLeases other than refundable deposits, previously paid application fees, reimbursement payments which are attributable to periods prior to Closing, late charges which are attributable to periods prior to Closing, and previously paid termination payments (which refundable deposits shall be treated as set forth in Section 4.4(b)(1), but such other amounts shall be retained by Seller); (ii2) ad valorem taxes and assessments levied against the Property (including personal property taxes on the Tangible Personal Property), which shall be prorated as set forth in Section 4.4(b)(2) and assessments levied against the Propertyhereof; (iii3) payments or amounts due under the Operating AgreementsDesignated Service Contracts. To the extent any rebate, concession or commission payable to Seller under any Designated Service Contract has accrued before Closing but has not been paid to Seller, Seller shall receive a credit for such accrued amounts at Closing; Seller shall retain any signing bonus or similar payments received by Seller before Closing; provided, however, that with respect to any new Service Contract entered into in accordance with Section 5.4(g) that contains any rebate, concession, commission bonus or similar payment to which Seller would be entitled, Purchaser’s prior consent to such new Service Contract was obtained (even if such consent for such new Service Contract would not otherwise have been required under said Section 5.4(g)); (iv4) gas, electricity electricity, water and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing or the most recent utility xxxx received by Seller, as applicable, including, without limitation, water charges not yet due and payable to such utility provider at Closing, but which amounts are customarily billed directly to Seller and reimbursed by tenants; and (v5) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i1) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or shall credit to the account of Purchaser the amount of such security unforfeited resident deposits (to as shown on the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases)rent roll, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s either party's option, Purchaser shall contract directly with the utility companies and Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with ; provided that Purchaser and Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions will cooperate so that utility service to the issuer Property is not interrupted. For the purposes of such this Section 4.4(b)(1) the term “unforfeited resident deposits” means any refundable resident deposits to transfer the same to Purchaserwhich are held by Seller and which Seller has not applied, and appropriate instruments of transfer is not entitled to apply, against delinquent rents, property damage or assignmentotherwise in accordance with the applicable Lease. (ii2) Any ad valorem taxes for the current year paid at or prior to Closing shall be prorated based upon the amounts actually paidpaid for the current tax year. If all taxes and assessments for the current tax year have not been paid before Closing, then Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current tax year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following ClosingClosing promptly following the availability of the final tax bills. For avoidance of doubt, any refunds generated from appeal of ad valorem taxes for year(s) prior to the current year shall remain the property of Seller and paid to Seller by Purchaser, if and to the extent received by Purchaser; provided, however that Seller shall have no right to commence any appeal after the Closing Date. (iii3) Charges Gas, electricity, water and other utility charges referred to in Section 4.5(a4.4(a)(4) hereof above which are payable by any tenant directly to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges which are unpaid and Purchaser shall look solely to the responsible tenant responsible therefor for the payment of the same. (4) If Seller shall have paid any gas, electricity, water or other utility charges referred to in Section 4.4(a)(4) above directly to a third party which are reimbursable by tenants, but shall not have been reimbursed therefor by the time of Closing, then Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. (5) As to gas, electricity and other utility charges referred to in Section 4.4(a)(4) above, Seller may on notice to Purchaser elect to pay one or more of all of such items accrued to the Closing Date directly to the person or entity entitled thereto, and to the extent Seller so elects and the utility company agrees to look solely to Seller for payment of any such item accrued prior to the Closing Date, such item shall not be apportioned hereunder, and Seller's obligation to pay such item with respect to the period prior to Closing directly in such case shall survive the Closing. (6) Seller shall pay in full all leasing commissions and locators' and finders' fees, if any, due to leasing or other agents (pursuant to a contractual agreement with Seller) for each Lease and Lease renewal entered into by Seller prior to the Closing Date promptly when due. (7) The Tangible Personal Property is included in this sale, without further charge. (8) Unpaid and delinquent rent collected by Seller and Purchaser after the date of Closing shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that all rent received by Seller or Purchaser after the Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser's operation of the Property, but Purchaser will not be obligated to incur any expense or institute any lawsuit or other collection procedures to collect delinquent rents. Notwithstanding the foregoing, Seller shall have the sole right to collect rents, if any, which are unpaid or delinquent as of Closing, from tenants who are no longer in occupancy as of the Closing (and Purchaser shall promptly deliver any such rents to Seller if received by Purchaser after Closing). (9) The provisions of this Section 4.4(b) shall survive Closing. (c) The Purchase Price shall be adjusted for any “rent ready” credit under Section 5.4(e) hereof.

Credits and Prorations. (a) The following Subject to the terms and provisions in Section 5.4(b), all income and expenses of the Properties shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, Closing as if Purchaser Buyer were vested with title to the Property Properties during the entire day upon which Closing occurs. Such prorated items include without limitation the following: (i) rentsall Rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the PropertyProperties; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges respecting the Properties for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable under brokerage agreements and Operating Agreements, pursuant to the terms of this Agreement; (v) all operating cost reimbursements, percentage rents, additional rents and other retroactive rental escalations, sums or charges payable by tenants under the Leases which accrue prior to the Closing but are not then due and payable, shall be prorated as of the Closing. Such amounts shall be for the account of Seller for the period before the Closing and for the account of Buyer from and after the Closing; and (vvi) any other operating expenses or other items pertaining to the Property Properties which are customarily prorated between a purchaser buyer and a seller in the area county in which the Property is Properties are located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or shall credit to the account of Purchaser Buyer the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser Buyer shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.Properties; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing Closing, and Purchaser Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any the provisions of such charges unpaid Section 4.4(d) hereof. Buyer shall pay all supplemental taxes resulting from the change in ownership and Purchaser shall look solely to the tenant responsible therefor for the payment reassessment occurring as of the same.Closing Date;

Credits and Prorations. (a) The following All income and expenses in connection with the operation of the Property shall be apportioned with respect to the Property apportioned, as of 12:01 a.m.A.M., on the day of ClosingClosing Date, as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date and Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter. Item (1) below will be prorated on the last available tax and assessment (if any) amounts, subject to reproration in cash when the actual amounts are available, upon which request of either Purchaser or Seller, and items (2) and (3) will be prorated at Closing occursutilizing the information known at that time and a post-closing “true-up” shall take place within thirty (30) days after the Closing Date to adjust said prorations, if necessary. Such prorated items shall include, without limitation, the following: (i1) rents, if any, as ad valorem taxes and when collected (assessments levied against the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes Property (including any personal property taxes on the Tangible Personal Property) and assessments levied against the Property); (iii) payments under the Operating Agreements; (iv2) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring within three (3) days prior to Closing; (3) interest on the GE Mortgage, if assumed by Purchaser; and (v4) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is locatedBroward County, Florida. (b) Notwithstanding anything contained in the foregoing provisions: (i1) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any Ad valorem taxes paid at or prior to Closing for 2006 shall be prorated based upon the amounts actually paid2005 taxes with November discount. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior agree that to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year of Closing differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closingwhen the tax notice for 2006 is issued, at the request of either. The ad valorem taxes for 2005 have been paid. (iii2) Charges As to gas, electricity and other utility charges referred to in Section 4.5(a4.4(a)(4) hereof which are payable by any tenant above, Seller may on notice to a third party Purchaser elect to pay one or more of all of such items accrued to the Closing Date directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Purchaser Seller’s obligation to pay such item directly in such case shall accept title subject to any survive the Closing. (3) The provisions of such charges unpaid and Purchaser this Section 4.4 shall look solely to the tenant responsible therefor for the payment of the samesurvive Closing.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under those Operating Agreements which Purchaser is assuming; Purchaser shall be deemed to have assumed all Operating Agreements unless Purchaser gives Seller written notice prior to expiration of the Inspection Period of any Operating AgreementsAgreements which Purchaser has elected not to assume; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases as set forth in Exhibit F or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents following Seller's declaration of a default under such tenant Lease or otherwise as provided in the LeasesLeases and the Tenant Estoppel confirms such application of the security deposit), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, Property to the extent they have been assigned to Purchaser or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing which have accrued prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall initially, be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing, which payments shall not be subject to the threshold set forth in Section 5.3(a). (iii) Charges referred to in Section 4.5(a4.4(a) hereof above which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant to be responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant subsequent to the Effective Date because failure to make such payment to a third party would violate Seller's obligations to such third party, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller but in no event more than $20,000 in the aggregate. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.4(a)(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing. Within forty-five (45) days after Closing, Seller shall furnish Purchaser with evidence of payment thereof except to the extent they are to be paid by tenants. (vi) The Personal Property is included in this sale, without further charge. (vii) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) (1) as a result of any renewals or expansions of existing

Credits and Prorations. (a) The following provisions shall be apportioned govern the apportionment of income and expenses with respect to the Property between Seller and Purchaser: (a) Real estate taxes and assessments and personal property taxes shall not be prorated between Seller and Purchaser at Closing, since GRS (as hereinafter defined) is responsible for their payment pursuant to the terms of the GRS Lease (as hereinafter defined). (b) Expenses under the Operating Agreements shall be prorated between Seller and Purchaser at Closing. (c) Basic rents ("BASIC RENT") and additional rent relating to escalation and pass-throughs of operating and other similar expenses ("ADDITIONAL RENT") shall be prorated between Seller and Purchaser based upon Basic Rent and Additional Rent actually collected. All prepaid Basic Rent, Additional Rent and other income from the Property shall be credited to Purchaser at Closing, to the extent same is attributable to a period of time after Closing. With respect to Additional Rent which is paid based upon an estimate, with an end-of-year accounting and adjustment, after Closing Seller and Purchaser shall make any adjustments to the proration of such items made at Closing at such time as the final tax and operating expenses numbers become available and such end-of-year accountings are completed. Any Additional Rent which may be due Seller as a result of such re-prorations shall be paid by Purchaser to Seller if and when such Additional Rent is collected by Purchaser. (d) Basic Rent and Additional Rent which is delinquent and remains uncollected at Closing shall not be prorated between Seller and Purchaser at Closing. At Closing, Seller shall furnish to Purchaser a schedule of delinquent Basic Rent and Additional Rent due under the Leases. Purchaser shall pay Seller's prorata share of any delinquent Basic Rent and Additional Rent if and when collected by Purchaser; provided, however, that Purchaser shall have no obligation to collect or pursue the collection of same. It is understood and agreed that any Basic Rent or Additional Rent collected by Purchaser after Closing shall be applied first to currently due Basic Rent and Additional Rent. Purchaser shall hold all landlord's liens in the entireties thereof to enforce the payment of rentals to which Purchaser is entitled, and Seller shall be deemed to have transferred to Purchaser all of such landlord's liens. (e) All security deposits and other deposits payable to tenants under the Leases shall be credited to Purchaser at Closing. (f) The prorations described in this Section 4.4 shall be made as of 12:01 a.m., a.m. on the day of ClosingClosing Date, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any. All prorations described in this Section 4.4 shall be effected by increasing or decreasing, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gascase may be, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (cash to the extent such security deposits are not applied against delinquent rents be paid by Purchaser to Seller at Closing. Seller and Purchaser agree to adjust between themselves after Closing any errors or otherwise as provided omissions in the Leases)prorations made at Closing; provided, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Propertyhowever, or, at Seller’s option, Seller that such prorations shall be entitled deemed final and not subject to receive and retain further post Closing adjustments if no such refundable cash and deposits. In the event any security deposits shall adjustments have been deposited with Seller in a form other than cash requested within one (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to 1) year after the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentClosing Date. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.

Credits and Prorations. (a) Seller shall prepare a schedule of tentative prorations, and Purchaser and Seller shall endeavor to finalize such schedule no later than three (3) business days prior to Closing. The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants tenant under the LeasesLease); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Assumed Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases Lease or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the LeasesLease), (B) if Seller is holding letters of credit as a security deposit or portion thereof, then Seller shall either (1) if same are assignable, at Seller’s option either assign such letters of credit to Purchaser or deliver to Purchaser the forms necessary to do so (completed and executed, to the extent required, by Seller), or (2) if not assignable, endeavor to cause such letters of credit to be re-issued in favor of Purchaser (and if any letter of credit cannot be re-issued prior to Closing, then Seller shall escrow the applicable amount with the Escrow Agent until re-issuance); and (BC) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year are not yet due and payable and have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant relating to calendar year 2007 (and not prior year reconciliation obligations), and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. If Seller shall have received payment for any of such charges on behalf of any tenant relating to calendar year 2007 (and not prior year reconciliation obligations), and has not paid such expenses by the time of Closing, Seller shall credit to Purchaser an amount equal to all such payments received by Seller; provided, however, to the extent Seller is charged for a real estate tax proration under Section 4.5(b)(ii) above, Seller shall be deemed to have paid such real estate tax expense at Closing and Seller shall not incur an additional charge under this Section 4.5(b)(iii). (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.5(a)(iv) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, payment shall be made at or prior to a Closing and such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing. (vi) Seller shall pay the amount of any and all sales or similar taxes payable in connection with the Personal Property and Seller shall execute and deliver any tax returns required of it in connection therewith, said obligations of Seller to survive Closing. (vii) Any time on or after the Closing Date, if Seller collects any rent for the Property (excluding any payments or rent received by Seller with respect to a true-up for 2006), Seller shall deliver all such sums to Purchaser, within five (5) days after the receipt thereof. All rents and other charges received by Purchaser (whether from tenants or Seller) after the Closing Date shall be first applied against current and past due obligations owed to, or for the benefit of, Purchaser, and any excess shall be delivered to Seller, within ten (10) days of receipt by Purchaser, but only to the extent of amounts owed to, and for the benefit of, Seller for the period prior to the Closing Date. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. If there shall be any rents or other charges under the Lease which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (such as year end common area expense reimbursements and the like), then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing shall, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing and Seller’s portion thereof shall be remitted promptly to Seller by Purchaser. (c) If a post closing true-up for 2007 is necessary, Purchaser shall work diligently with Seller to finalize the prorations as soon as possible, but in no event later than forty-five (45) days after the close of the calendar year. Purchaser shall be responsible for billing and collecting, if necessary, any amounts owed by tenant as a result of the true-up. Purchaser agrees to refund Seller’s portion of Landlord’s CAM reimbursement within thirty (30) days of receipt of funds. If any tenant is owed a refund, Seller agrees to refund to Purchaser its proportionate share within forty-five (45) days after receiving notification from Purchaser of such amounts owed; Seller shall have the right to review the true-up and withhold any refund until the completion of said review. Seller shall be solely responsible for a true-up for 2006. (d) The provisions of this Section 4.5 shall survive Closing.

Credits and Prorations. (a) The following All income and expenses in connection with the operation of the Property shall be apportioned with respect to the Property apportioned, as of 12:01 a.m., 11:59 p.m. on the day of Closingprior to the Closing Date, as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day upon which preceding the Closing occursDate and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter. Items (1)-(5) below will be prorated at Closing utilizing the information known at that time. A post-closing "true-up" shall take place within ninety (90) days of the Closing Date to adjust the prorations of said items (1), (3), (4) and (5), if necessary, and within a reasonable time to adjust the proration of said item (2), if necessary. Such prorations shall be determined on a Project-by-Project basis and also on an aggregate basis with respect to the entire Property. Such prorated items shall include, without limitation, the following: (i1) rents, if any, as and when based on the amount collected (for the current month. The term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the LeasesLeases other than refundable deposits, application fees, late charges, pet charges and termination payments (of which deposits shall be treated as set forth in Section 4.4(b)(1), but such other amounts shall be retained by Seller); (ii2) ad valorem taxes and assessments levied against the Property (including personal property taxes on the Tangible Personal Property) ), and assessments levied against under the PropertyDeclaration, which shall be prorated as set forth in Section 4.4(b)(1) hereof; (iii3) payments under the Operating AgreementsDesignated Service Contracts. To the extent any rebate, concession or commission payable to Seller under any Designated Service Contract has accrued before Closing but has not been paid to Seller, Seller shall receive a credit for such accrued amounts at Closing; (iv4) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v5) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and AND a seller in comparable commercial transactions in the area in which the Property is located. (6) interest and periodic expenses payable with respect to the Assumed Project Financing (including, but not limited to, periodic fees payable to Xxxxxx Xxx or any of the other Bond Participants and any rebate obligations, but excluding any fees relating to the closing of the transactions contemplated herein). (b) Notwithstanding anything contained in the foregoing provisions: (i1) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security unforfeited resident deposits actually held by Seller pursuant to shown on the Leases Rent Roll or credit to the account of Purchaser the amount of such security unforfeited resident deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases)and any interest thereon, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s either party's option, Purchaser shall contract directly with the utility companies and Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with ; provided that Purchaser and Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions will cooperate so that utility service to the issuer Property is not interrupted. For the purposes of such this Section 4.4(b)(1) the term "unforfeited resident deposits" means any refundable resident deposits to transfer the same to Purchaserwhich are held by Seller and which Seller has not applied, and appropriate instruments of transfer is not entitled to apply, against delinquent rents, property damage or assignmentotherwise. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., a.m. on the day of Closing, Closing as if Purchaser Buyer were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items include without limitation the following: (i) rents, if anyRents for the calendar month in which Closing occurs, as and when collected (determined by the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases)Seller's rent roll; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing; and) or, if unmetered, on the basis of a current xxxx for each such utility; (viv) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser buyer and a seller in the area County in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser Buyer any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser Buyer the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Delinquent Rents prior to the Effective Date or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(d) hereof. Buyer shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (iii) Charges referred to in Section 4.5(a4.4(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser Buyer shall accept title subject to any of such charges unpaid and Purchaser Buyer shall look solely to the tenant responsible therefor for the payment of such charges. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the same.time of Closing, Buyer shall credit to Seller an amount equal to all such charges so paid by Seller; (iv) As to utility charges referred to in Section 4.4(a) (iii) hereof, Seller may upon notice to Buyer elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement;

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m.11:59 p.m., on the day prior to the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following: (i) rentsall Rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases)collected; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property, which shall be prorated in accordance with Section 4.4(b)(ii) below; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current bxxx for each such utility; (iv) all amounts payable under Operating Agreements or Construction Contracts which are assigned to Purchaser pursuant to Section 4.2(e); (v) all rents and other charges payable under the Ground Leases; and (vvi) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property each Project is located, including without limitation an allocation of employee costs for employees whose time (or a portion thereof) is allocable to the Property, consistent with Arden’s past practices. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or shall credit to the account of Purchaser the amount of such security deposits all Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases)) and interest accrued thereon to the extent that the Leases or applicable law requires that the same bear interest, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any With respect to those Leases for which Seller is holding letters of credit or other non-cash instruments as security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit)deposits, Seller shall satisfy its obligations hereunder deliver such letters of credit or other non-cash instruments to Purchaser at Closing so that Purchaser and the applicable tenant can arrange to have the letters of credit or other non-cash instruments reissued in favor of Purchaser. Seller agrees to cooperate with Purchaser post-closing in connection with any reissuance of the letters of credit or other non-cash instruments and shall follow the reasonable directions from Purchaser post-closing in the event Purchaser wishes Seller to draw down any such letter of credit on Purchaser’s behalf; provided, however, that Purchaser shall defend, indemnify and hold Seller harmless from and against any claims, causes of action, loss, cost, expense or liability incurred by Seller or GECC in connection Seller’s compliance with any such directions with respect to any such security deposit by delivering to Purchaser an assignment letters of such security deposit to Purchaser with written instructions to credit or other non-cash instruments following the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentClosing. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments due and payable during the year of Closing for the current year any Project have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year for any Project differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following within thirty (30) days after Purchaser presents to Seller a copy of the final tax bxxx, Purchaser’s calculation of the reproration of the taxes and assessments and appropriate back-up materials related to the calculation. In addition, Seller may inspect Purchaser’s books and records related to the Property to confirm Purchaser’s calculation. Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. Seller shall be responsible for that portion of such taxes and assessments and any supplemental taxes and assessments levied against the 5670 Wilshire Project, the 700 Xxxxxxxx Project and the Axxxx Xxxxxx at Sorrento Project that relate to periods prior to the Closing Date (whether payable before or after the Closing Date). Purchaser shall be responsible for the payment of any subsequent or supplemental taxes or assessments levied against any other Property and billed subsequent to Closing, including any subsequent or supplemental assessments relating to any change in ownership or completion of improvements after the Closing Date. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant be responsible therefor for (1) the payment of all Tenant Inducement Costs (as defined below) and leasing commissions which become due and payable (whether before or after Closing) as a result of any new Leases or any renewals or expansions of existing Leases in any event entered into or exercised, as applicable, following the same.Effective Date in accordance with the Merger Agreement and, to the extent required hereunder, approved by Purchaser and (2) the payment of up to $4 million of Tenant Inducement Costs and leasing commissions which become due and payable (whether before or after Closing) as

Credits and Prorations. (a) The following All income and expenses in connection with the operation of the Property shall be apportioned with respect to the Property apportioned, as of 12:01 a.m., 11:59 p.m. (Central Daylight time) on the day of Closingprior to the Closing Date, as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day upon which preceding the Closing occursDate and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter. Items (1)-(3) below will be prorated at Closing utilizing the information known at that time. Such prorated items shall include, without limitation, the following: (i1) rents, if any, as ad valorem taxes and when collected (assessments levied against the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes Property (including personal property taxes on the Tangible Personal Property), which shall be prorated as set forth in Section 4.4(b)(2) and assessments levied against the Propertyhereof; (iii) payments under the Operating Agreements; (iv2) gas, electricity electricity, water and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing or the most recent utility xxxx received by Seller, as applicable, including, without limitation, water charges not yet due and payable to such utility provider at Closing, but which amounts are customarily billed directly to Seller and reimbursed by tenants; and (v3) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i1) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or shall credit to the account of Purchaser the amount of such all security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases)deposits, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, in lieu of such credit, at Sellereither party’s option, Purchaser shall contract directly with the utility companies and Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with ; provided that Purchaser and Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions will cooperate so that utility service to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentProperty is not interrupted. (ii2) Any ad valorem taxes for the current year paid at or prior to Closing shall be prorated based upon the amounts actually paidpaid for the current tax year. If all taxes and assessments for the current tax year have not been paid before Closing, then Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have xxxx is not yet been fixed available shall be based upon the greater of (i) the prior year’s tax xxxx for the Property; or (ii) the most recent county tax assessor’s valuation of the Property applied to the most recently published property tax millage rate and/or assessed valuation last fixedwhich is applicable to the Property. To the extent that the actual taxes and assessments for the current tax year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing promptly following the availability of the final tax bills. For the avoidance of doubt, special assessments which are certified or become a lien prior to Closing and not payable in installments shall be credited to Purchaser at Closing. (iiic) Charges Gas, electricity, water and other utility charges referred to in Section 4.5(a4.4(a)(4) hereof above which are payable by any tenant directly to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges which are unpaid and Purchaser shall look solely to the responsible tenant responsible therefor for the payment of the same. (d) The Tangible Personal Property is included in this sale, without further charge. (e) If this sale or Purchaser’s use of the Property after Closing results in the assessment of additional taxes, penalties or interest (“Roll-Back Assessments”) for periods prior to closing, the Roll-Back Assessments will be the obligation of Purchaser. If Seller’s change in use of the Property prior to closing or denial of a special use valuation on the Property claimed by Seller results in Roll-Back Assessments for periods prior to Closing, the Roll-Back Assessments will be the obligation of Seller. Obligations imposed by this Section 4.4(e) will survive the Closing.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the LeasesLeases prior to the Effective Date), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In Between the event Effective Date and Closing, Seller shall not apply any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter to defaults by tenants without first obtaining the prior written consent of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer which consent shall not be unreasonably withheld, conditioned or assignmentdelayed. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon 102% of the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a4.4(a) hereof above which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.4(a)(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments (e.g. CAM, NNN, etc.) due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreementsintentionally omitted; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on of the basis of the most recent meter reading readings occurring prior to Closing; and (v) any other accrued or prepaid operating expenses or other items pertaining for the Property and, to the Property which are extent customarily prorated between a purchaser and a seller in the area in which the Property is located, any other items pertaining to the Property. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any and all security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the unapplied amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases)deposits, and (B) at Purchaser’s option, Purchaser shall either credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller in which case Purchaser shall be entitled to receive and retain such refundable cash and or other deposits. In , or Purchaser may deposit cash or other deposits with the event any security deposits shall have been deposited with Seller utility companies which Purchaser is using at the Property, in a form other than cash (e.g. letter of credit), which case Seller shall satisfy be entitled to receive and retain its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, refundable cash and appropriate instruments of transfer or assignmentother deposits. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and, if any, 100% of penalties, late charges and interest due; and Purchaser shall pay the taxes and assessments which relates to the period after Closing, but prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To most recent ascertainable numbers, subject to adjustments upon the extent that the actual availability of exact amount of taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following assessment after Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party (whether pursuant to the terms of the applicable Lease or otherwise) shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Xxxxxx. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.5(a)(iv) hereof, Seller may on written notice to Purchaser elect to pay one or more of all of said items accrued to the Closing Date directly to the person or entity entitled thereto, and to the extent Seller so elects, such items shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title Buyer to have the day of Closing unless otherwise expressly provided, and the resulting calculation shall be an adjustment to the Purchase Price: (a) General real property taxes (state, county, municipal, school and fire district, and other local real estate taxes) with respect to the Real Property during accrued through the entire date of Closing but unpaid for the then current tax fiscal year (based upon the latest available tax xxxx(s) and assessment information for the preceding tax fiscal year) shall be charged to Seller; and Buyer shall assume all liability for such current tax fiscal year and all future tax fiscal years. (b) Special taxes or assessments, if any, upon the Property assessed or becoming a lien on or prior to the date of this Agreement (but only a pro rata share of the then current installment of such special taxes or assessments, if any) shall be charged to Seller; and Buyer shall assume all liability for such current installment and all future installments and for special taxes or assessments, if any, assessed or becoming a lien after the date of this Agreement. (c) Except for charges for utilities metered or charged directly to, and payable directly by, tenants of the Property, fuel, electricity, water, sewer, gas, telephone and other utility charges (based upon meter readings on the day upon prior to the date of Closing, wherever possible) accruing prior to the date of Closing shall be charged to Seller; and Buyer shall assume all liability for such utility payments (except such metered utility charges which Seller shall cause to be read on the day prior to the date of Closing occurs:and billed to Seller, which Seller shall agree to pay and discharge). Buyer shall be charged with any prepaid charges (as to the portion of such charges attributable to the period on and after the date of Closing) and assigned deposits as a debit to the Purchase Price, and Seller shall be charged with any accrued but unpaid, past due or delinquent charges (as to the portion of such charges attributable to the period prior to the date of Closing). (d) Seller's insurance policies on the Property shall not be assumed by Buyer, but shall be canceled effective as of the transfer of possession of the Property (pursuant to Section 1.4 hereof) on the date of Closing. Buyer shall purchase and place (pursuant to Section 1.4 hereof) on the date of Closing. Buyer shall purchase and place its own insurance on the Property as of Closing and shall assume all liability for making reimbursements or charges to the tenants under the Leases as may be required or permitted under the Leases with respect to insurance on the Property for the period on and after Closing. Except with respect to adjustments for insurance premiums and costs for insurance policies included in common area maintenance reimbursements or charges under subsection (i) of this Section 1.3, there shall be no other adjustment between the parties with respect to insurance premiums or costs for the period on and after the date of Closing. (e) Amounts accrued prior to the date of Closing but unpaid, past due and/or delinquent as of Closing under the equipment leases of the Personal Property assumed by Buyer, if any, shall be charged to Seller; and amounts prepaid by Seller under such equipment leases and attributable to the period on and after the date of Closing shall be charged to Buyer. (f) Amounts accrued prior to the date of Closing but unpaid, past due and/or delinquent as of Closing under the Contracts assumed by Buyer shall be charged to Seller; and amounts prepaid by Seller under such Contracts and attributable to the period on and after the date of Closing shall be charged to Buyer. (g) Security deposits (as identified on Exhibit C), and base rent paid in advance, prepaid rentals, common area maintenance charges, tax charges and reimbursements, insurance charges and reimbursements, and all other incidental expenses and charges paid by tenants under the Leases shall be charged to Seller (as to the portion of such base rent paid in advance, prepaid rentals, charges and expenses attributable to the period subsequent to Closing) as a credit against the Purchase Price. All rentals payable in arrears, and all other charges and expenses incurred by Seller and payable or reimbursable in arrears shall be charged to Buyer (as to the portion of such rentals, charges and expenses attributable to the period through Closing) as a credit to the Purchase Price; but all delinquent rents and other charges and expenses with respect to tenants more than sixty (60) days past due shall not be adjusted, and Seller shall have the right to collect the same assigned; provided, however, that after Closing Buyer shall use best efforts to collect the same on behalf of Seller and shall remit any payment of such rentals and other charges and expenses to Seller. (h) All leasing costs, such as costs of all tenant improvements, leasing commissions, and space planning costs payable or to be performed subsequent to Closing with respect to the Leases in effect as of the date hereof shall be paid by Seller prior to Closing or shall be a credit against the Purchase Price; all leasing costs in respect of any new tenant lease or renewals of existing leases entered into after the date hereof and incurred by Seller prior to the date of Closing shall be charged to Buyer as a credit to the Purchase Price. (i) rentsTenant obligations to pay any operating expense contributions ("TENANT CONTRIBUTIONS") and real estate taxes and assessments ("TAXES") paid by Tenants prior to the date of Closing shall be charged to Seller (as to that portion of such payments attributable to the period subsequent to Closing) as a credit against the Purchase Price. Neither Buyer nor Seller shall receive credit at Closing for any payments with respect to Tenant Obligations or Taxes due but not paid as of the date of Closing; provided, however, that after Closing Buyer shall use best efforts to collect any delinquent Tenant Contributions and/or Taxes on behalf of Seller and shall remit any payment of such rentals and other charges and expenses to Seller promptly upon receipt. As soon as reasonably possible, but in no event later than February 28, 2005, Seller and Buyer jointly shall prepare a statement showing precise figures and calculation of the amounts payable by tenants of the Property. Upon the preparation of said statement by Buyer and Seller, Buyer shall promptly forward the billing for said amounts to the respective tenants, and Buyer shall promptly pay over to Seller its share, if any, as of said amounts. As and when the tenants remit payment of their respective obligations for Tenant Contributions and Taxes pursuant to the xxxxxxxx so forwarded by Buyer, Buyer shall promptly remit to Seller its share (for the portion thereof attributable to the period prior to Closing and not previously collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the LeasesSeller); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, of said payments. At its request, Seller shall have the right to collect such charges Tenant Contributions and Taxes, as the case may be, in the event that payment is not remitted by Buyer as hereinabove provided within thirty (30) days after submission to such tenant of its billing. In the event the jointly prepared statement reveals that Tenant Contributions and Taxes were overestimated with respect to the period prior to Closing and Tenants are entitled to an adjustment for said overpayment, Seller shall promptly remit to Buyer its share (for the portion thereof attributable to the period prior to Closing and previously collected by Seller). In the event, on the date of Closing, the precise figures necessary for any of the foregoing adjustments are not capable of determination, the adjustments shall be apportioned at Closing made on the basis of the most recent meter reading occurring good faith estimates of Seller (using currently available information) and final adjustments shall be made promptly after precise figures are determined or available (and, in any event, an interim adjustment shall be made within sixty (60) days after the date of Closing, and a final adjustment shall be made no later than March 31, 2005). Except as otherwise expressly specified above in this Section 1.3, items of income and expense for the period prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account date of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to Closing will be for the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, (Seller shall be being entitled to receive income and retain being obligated to pay expenses attributable to such refundable cash period), and depositsitems of income and expense for the period on and after the date of Closing will be for the account of Buyer (Buyer being entitled to receive income and being obligated to pay expenses attributable to such period). In addition, certain costs incidental hereto and to the event any security deposits transactions contemplated hereby shall have been deposited with be borne such that at (or prior to) Closing, Buyer shall pay all survey costs (exclusive of the cost of the existing survey of the Property delivered by Seller in a form other than cash (e.g. letter of creditto Buyer), all recording fees for any Buyer-related financing documentation, all title commitment and title insurance premiums (including, without limitation, all costs of having any exceptions to title either deleted or insured over, all costs of any endorsements to Buyer's title insurance policies), and all costs of Buyer's due diligence, including, but not limited to, the investigations, studies and review completed prior to entering into this Agreement as well any additional investigations, studies and review which Buyer determines to perform. At (or prior to) Closing, Buyer and Seller shall satisfy its obligations hereunder with respect to such security deposit each pay one-half of the escrow and closing fees, if any, charged by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paidTitle Company. If taxes and assessments for the current year have not been paid before At Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates pay the recording charges attributable to the period before Closing recordation of the Special Warranty Deed, and Purchaser the recording charges for the recordation and filing of the releases and UCC terminations of the Mortgage. Seller shall also pay, as a closing cost, any commissions owing by Seller to Colliers Xxxxxx Xxxxxx Xxxxxx, Inc. and Secured Capital Corp. (the "SALES ADVISORS") in connection with the consummation of the transactions contemplated by this Agreement. Except as expressly provided in this Section 1.3 or as expressly provided elsewhere in this Agreement, Buyer and Seller shall pay their own respective costs and expenses, including attorneys' fees and consultants' fees, incidental to this Agreement and the taxes transactions contemplated hereby. The covenants and assessments prior to their becoming delinquent. Any such apportionment made agreements contained in this Section 1.3 with respect to a tax year for which the tax rate or assessed valuationadjustments and prorations, or bothassumptions of liabilities, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes post-closing payments and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunderremittances, and Purchaser closing costs shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the samesurvive Closing until March 31, 2005.

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following: (i) rentsall Rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and any rent or other charges paid or payable by tenants the tenant under the Leases)Korein Ground Lease or the LIRR Ground Lease; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges other than those for which Seller is liableTenants are responsible for making direct payments to the utility company, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than five (5) business days prior to Closing) or, if unmetered, on the basis of a current bill xxx each such utility; (iv) all amounts payable under brokerage agreements and Operating Agreements, in either case solely to the extent provided in this Agreement; (v) wages, fringe benefits, payroll taxes, employment insurance contributions, accrued vacation pay, sick leave and 18 other compensation of building employees retained by Purchaser to the extent allowable under the applicable union contract; and (vvi) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits Security Deposits (including an assignment of any letters-of-credit constituting any of the Security Deposits, with any costs relating to such assignment being paid equally by Seller and Purchaser; provided, however, that Seller shall cause those letters of credit that are not assignable to be reissued in Purchaser's name, with the understanding that such letters of credit may be reissued after the date of Closing and Seller's obligation with respect to such letters of credit shall survive the Closing) actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases, it being agreed that Seller shall not be entitled to apply any Security Deposits against delinquent Rents unless the Rents have been delinquent for more than thirty (30) days), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits (in which case there shall not be an apportionment for such deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes and assessments levied against the Real Property paid at or prior to Closing shall be prorated based upon the amounts actually paid. If paid (it being agreed that Seller shall pay any taxes and assessments for due prior to the current Closing and in such event shall be entitled to a credit as required by this Agreement), however, if taxes and assessments due and payable during the year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquentClosing. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within 19 thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(d) hereof; (iii) Charges As to utility charges referred to in Section 4.5(a4.4(a)(iii) hereof which are payable by any tenant hereof, Seller may on notice to a third party Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (iv) Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant be responsible therefor for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) as a result of any new Leases, or any renewals, amendments or expansions of existing Leases, signed during the same.Lease Approval Period (as hereinafter defined) and approved by Purchaser in accordance with Section 5.4 hereof; and (B) all Tenant Inducement Costs and leasing commissions with respect to new Leases, or renewals, amendments or expansions of existing Leases, signed or entered into from and after the date of Closing; and (C) all Tenant Inducement Costs and leasing commissions listed on Exhibit M attached hereto, provided, however, that (i) in no event shall Purchaser have any obligation to pay Tenant Inducement Costs or leasing commissions if the Closing does not occur, (ii) Seller shall also be responsible for certain Tenant Inducement Costs and leasing commissions shown on Exhibit M, and (iii) the allocation of Tenant Inducement costs and leasing commissions shown on Exhibit M will be readjusted as of the Closing Date based upon the then existing state of facts. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing, and in such event, Seller shall furnish Purchaser prior to the Closing with reasonably satisfactory evidence of the payment of such Tenant Inducement Costs and leasing commissions. For purposes hereof, the term "Tenant Inducement Costs" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, reasonable legal fees of Seller, and moving, design, refurbishment and club membership allowances. The term "Tenant Inducement Costs" shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the date of Closing. For purposes hereof, the term "Lease Approval Period" shall mean the period from the Effective Date until the date of Closing; and 20

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., a.m. on the day of Closing, as if Purchaser Buyer were vested with title to the Property during the entire day upon which Closing occurs: . Subject to the provisions of this Section 4.4, such prorated items shall include without limitation the following: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable Rents actually received by tenants under the Leases); Seller prior to Closing; (ii) taxes and assessments levied against the Property (whether arising under any declaration of covenants affecting the Property, by action of any owners’ association with jurisdiction over the Property or otherwise), including personal property taxes on the Personal Property) Property and including regular or special assessments levied against that have been fully paid and therefore do not continue to constitute a lien on the Property; property but for which payments have been made with respect to periods after Closing; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller the owner of the Property is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current bill for each such utility; and (iv) all amounts payable under Service Contracts to be assumed by Buyer pursuant to the terms of this Agreement; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. Payment of all brokerage commissions or locator fees with respect to Xxxxxx entered into prior to Closing shall be the obligation of Seller. [Note: Check to see if any sewer treatment capacity charges are imposed against the Property in addition to the regular sewer bills; these will not show up on the title commitment so need to confirm those charges are paid current and the parties have agreed on prorations. In King County these charges are usually 15 years in duration and paid quarterly, and affect all homeowners and building owners in King County’s service area whose home or building was newly connected to the King County sewer system on or after February 1, 1990; check whether there are comparable charges in other counties.] (b) Notwithstanding anything contained in the foregoing provisions:Section 4.4(a): (i) At Closing, (A) Seller shall, at SellerBuyer’s option, either deliver to Purchaser Buyer any Security Deposits (and assign to Buyer any letters of credit held as security deposits under any Leases) actually held by Seller pursuant to the Leases or credit to the account of Purchaser Buyer the amount of such security deposits Security Deposits (to the extent such security deposits Security Deposits are refundable to tenants and have not been applied against delinquent rents Rents or otherwise as provided in the Leases), ; and (B) Purchaser Seller shall credit retain and be responsible to the account of Seller obtain all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes and assessments (whether arising under any declaration of covenants affecting the Property, by action of any owners association with jurisdiction over the property, or otherwise) paid at or prior to Closing shall be prorated based upon the amounts actually paid. If Seller’s and Buyer’s respective periods of ownership of the Property during the year in which such taxes and assessments for are due and payable. If any taxes and assessments due and payable during the current year period in which the Closing Date falls have not been paid before Closing, then Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser Buyer shall pay the taxes and assessments prior to their becoming delinquent. If taxes and assessments due and payable during the period in which the Closing Date falls have been paid before Closing but relate to periods after Closing, Seller shall receive a credit for the portion of such taxes or assessments that relates to the period after Closing. Any such apportionment made with respect to a tax year period for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year period in which the Closing Date falls differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing, subject to the provisions of Section 4.4(d). (iii) Charges As to utility charges referred to in Section 4.5(a4.4(a)(iii), Seller may elect (by giving notice to Buyer) hereof which are payable by any tenant to a third party pay one or more or all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Purchaser Seller’s obligation to pay such item directly in such case shall accept title subject survive the Closing or any termination of this Agreement. (iv) Any Rents and other sums due and payable to Seller by any tenant but uncollected as of the date of Closing (the “Delinquent Rents”) shall not be adjusted or prorated at Closing, but Buyer shall cause such Delinquent Rents to be remitted to Seller if, as and when collected as discussed more fully below. Seller shall deliver to Buyer at Closing a summary itemizing all Delinquent Rents owed by each tenant (the “Delinquent Rent Summary”). Seller and Buyer agree that all Rent received by Seller or Buyer from a particular tenant after the date of Closing shall be applied first to any unpaid Rent and other obligations owing from such tenant for the month in which Rent is actually received or that commences within ten (10) days after its receipt, and then to delinquent Rent and other obligations owing from such tenant, if any in the inverse order of maturity. Seller shall not attempt to collect any Delinquent Rents after Closing. If Seller shall receive any Rent properly applicable to periods on or after the date of Closing, Seller shall deliver such Rent to Buyer within fifteen (15) days after its receipt. If Buyer collects any Delinquent Rents properly applicable to any period prior to the Closing Date, Buyer shall deliver such Rent to Seller within fifteen (15) days after its receipt. Buyer will have no obligation to collect any Rent with respect to periods prior to Closing, and Buyer will not be obligated to threaten eviction or institute any lawsuit or other collection procedures to collect delinquent Rents [optional provision: , but Buyer will include the amount of Delinquent Rents owing in monthly bills, if any, submitted to the applicable tenants in question for the first three (3) months after the Closing Date]. (c) Seller may not prosecute appeals (if any) of the real property tax assessment for any period prior to the Closing, or take any other action in connection therewith, without Buyer’s consent, which may be withheld in Xxxxx’s absolute discretion. (d) Except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the parties’ reasonable estimates of such charges unpaid amount, and Purchaser shall look solely to be the tenant responsible therefor subject of a final proration ninety (90) days after Closing, or as soon thereafter as is reasonably practicable after the precise amounts can be ascertained. Buyer shall promptly notify Seller when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, Xxxxx shall prepare a final proration statement which shall be in a form consistent with the closing statement delivered at Closing for the Seller’s and Xxxxx’s approval. Such approved statement shall be conclusively deemed to be accurate and final, and any payment due to any party as a result of the samesuch final proration shall be made within thirty (30) days of such approval by Seller. (e) The provisions of this Section 4.4 shall survive Closing.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., Eastern time, on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the LeasesTenant Leases and by licensees and concessionaires and room revenues, if any); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property); (iii) any assessments levied by governmental authority; (iv) payments under the Operating Agreements; (ivv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (vvi) any other operating expenses or other items pertaining to of the Property which are customarily prorated between a purchaser and a seller in incurred during the area month in which the Property is locatedClosing occurs. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held posted by Seller tenants pursuant to the Tenant Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases)deposits, and (B) Purchaser Seller shall credit be entitled to the account of Seller receive and retain all refundable cash and or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain Property directly from such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentutility companies. (ii) Any If the Ad Valorem Taxes for the year of Closing are not known, taxes paid at or prior to Closing shall be prorated based upon on the amounts actually paidlast known valuation or assessment and the last known millage rate. If There shall be further adjustment in respect of real estate taxes and assessments after Closing based on the actual tax xxxx for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for in which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following ClosingClosing occurs. (iii) Charges As to gas, electricity and other utility charges referred to in Section 4.5(a4.4(a)(v) hereof which are payable by any tenant above, Seller may on notice to a third party Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing. (iv) The Personal Property is included in this sale, without further charge. (v) Unpaid and delinquent rent from tenants under Tenant Leases and other income collected by Seller and Purchaser after the Closing Date shall accept title subject be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. (vi) All rents from tenants received by Seller or Purchaser after the Closing Date shall be held in trust, and if of such charges unpaid the prorations are based on estimates, or if any errors or omissions in calculations are subsequently discovered, the parties shall conduct a true-up of proper prorations and adjustments and credits within ninety (90) days after the Closing Date. (c) Except as expressly provided herein, the purpose and intent as to the provisions of prorations and apportionments set forth in this Section 4.4 and elsewhere in this Agreement is that Seller shall bear all expenses of ownership and operation of the Property and shall receive all income therefrom accruing through midnight of the day preceding the Closing and Purchaser shall look solely bear all such expenses and receive all such income attributable to the tenant responsible therefor for time period thereafter. (d) All other matters with respect to apportionment shall be governed by the payment Closing Memorandum. All prorations and adjustments described in this Section 4.4 and in the Closing Memorandum shall be effected by increasing or decreasing, as appropriate, the amount of cash to be paid by Purchaser to Seller at Closing. Subject to Section 8 of the sameClosing Memorandum, the provisions of this Section 4.4 shall survive Closing.

Credits and Prorations. (a) The following All Rent and other income and expenses, if any (pursuant to the express terms of any of the Leases and the Ground Leases), of the Properties shall be apportioned with respect to the Property as of 12:01 a.m., a.m. on the day of Closing, Closing as if Purchaser Buyer were vested with title to the Property Properties during the entire day upon which Closing occurs: (i) rents. Such prorations, if anyand to the extent known and agreed upon as of the Closing, shall be paid by Buyer to Seller (if the prorations result in a net credit to Seller) or by Seller to Buyer (if the prorations result in a net credit to Buyer) by increasing or reducing the cash to be paid by Buyer at the Closing. Any such prorations not determined or not agreed upon as of the Closing shall be paid by Buyer to Seller, or by Seller to Buyer, as and when collected (the term “rents” case may be, in cash as used in this Agreement includes all payments due and payable by tenants under soon as practicable following the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.5(a) hereof: (i) Seller shall be entitled to a credit equal to one hundred percent (100%) of the amount of all accounts receivable existing as of the Closing Date. A post-Closing true-up shall be performed ninety (90) days after the Closing Date, at which txxx Xxxxxx shall pay to Buyer an amount equal to any accounts receivable for which Seller received such a credit at Closing and which were not received by Buyer from the applicable tenant(s) prior to such true-up. If, subsequent to any such true-up, Buyer or Seller receives any funds from the tenant(s) from which such accounts receivable were due, then such funds shall be disbursed (i) first to Seller up to the amount of any such true-up payment previously made, and (ii) the remainder to Buyer. Subject to its rights under the preceding sentence to retain funds in repayment of any such true-up payment, Seller shall promptly deliver to Buyer any payments of Rent which Seller may receive subsequent to the Closing; (ii) At Closing, (A) Seller shall, at Seller’s option, either (A) deliver to Purchaser Buyer any security deposits Security Deposits actually held by Seller pursuant to the Leases (to the extent such Security Deposits have not been applied against delinquent Rents), or (B) credit to the account of Purchaser Buyer the amount of such security deposits Security Deposits held by Seller pursuant to the Leases (to the extent such security deposits are Security Deposits have not been applied against delinquent rents or otherwise as provided in the LeasesRents), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing.; (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant directly to a third party shall not be apportioned hereunder, and Purchaser Buyer shall accept title subject to any of such charges unpaid and Purchaser Buyer shall look solely to the tenant responsible therefor for the payment of such charges. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the sametime of Closing, Buyer shall credit to Seller an amount equal to all such charges so paid by Seller; and (iv) Seller shall receive a credit equal to the amount of any rent or other expense that has been paid by Seller pursuant to the Ground Leases prior to Closing and which pertains to any period after Closing. (c) Any additional rent or other expenses due under the Leases or the Ground Leases (collectively, the “Additional Rents”) shall be prorated on the Closing Date between Buyer and Seller based on the best estimate of Buyer and Seller (and taking into account the prior year adjustments). Within three (3) Business Days prior to Closing, Seller shall deliver to Buyer for its review and approval a statement setting forth its estimate of the proration of such Additional Rents. Buyer and Seller shall complete a final proration of Additional Rents within ninety (90) days after Closing. Prior to Closing, Seller shall provide Buyer with information regarding Additional Rents which were received by Seller prior to closing and the amount of reimbursable expenses paid by Seller prior to closing. On or before the date which is sixty (60) days after Closing, Buyer shall deliver to Seller a reconciliation of all expenses reimbursable by tenants under the Leases, and the amount of Additional Rents received by Seller and Buyer relating thereto (the “Reconciliation”). Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Seller, Seller shall promptly, but in no event later than fifteen (15) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Seller, Buyer shall pay to Seller the amount of such underpayment within fifteen (15) days following Buyer’s receipt of any such amounts from the tenants. Notwithstanding anything to the contrary herein, Seller shall deliver to Buyer or credit against the Purchase Price at Closing any amounts collected by Seller on account of Additional Rents from tenants, which based upon Seller’s estimates, exceeds the actual Additional Rent owing from such tenants through the Closing (i.e., amounts collected from such tenants on account of Additional Rent in excess of such tenants’ actual year-to-date share of expenses for which the same have been collected). (d) Except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the parties’ reasonable estimates of such amount, and shall be the subject of a final proration sixty (60) days after Closing, or as soon thereafter as the precise amounts can be ascertained. Buyer shall promptly notify Seller when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, Buyer shall prepare, and certify as correct, a final proration statement which shall be subject to Seller’s approval. Upon Seller’s acceptance and approval of any final proration statement submitted by Buyer, such statement shall be conclusively deemed to be accurate and final. Any such revenue or expense amount shall be paid by Buyer to Seller, or Seller to Buyer, as the case may be, in cash as soon as practicable following Closing. (e) Notwithstanding any provision to the contrary herein or in any other document delivered in connection with the transactions contemplated hereby, Buyer and Seller hereby agree that in no event shall Seller have any liability or responsibility for any reimbursement or other obligations related to any improvements pertaining to the Properties, whether constructed prior to or after the Closing, and whether arising under the Leases or otherwise. Upon the Closing, Buyer shall accept the Properties subject to any reimbursement or other obligations or responsibilities that may now or hereafter exist with regard to any improvements relating to the Properties. (f) The provisions of this Section 4.5 shall survive Closing.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal real property taxes on the Personal Property) and assessments levied against the Property. Seller shall pay or credit on the Purchase Price the entirety of any delinquent real estate taxes, including penalty and interest, all assessments, all unpaid real estate tax not yet due for years prior to Closing and a portion of such taxes for the year of Closing prorated through the Closing Date. Any such apportionment made with respect to a tax year for which the taxes have not yet been fixed shall be based on a 365-day year and on the most recent tax rate or mill levy, as applicable, and assessed Property valuation; provided that when tax bills with respect to such prorated taxes are received after Closing, to the extent the estimated proration amount differs from the actual amount owing by more than $5,000, such taxes will then be re-prorated on the basis of the actual taxes and cash settlement made between Seller and Purchaser and the Party owing the amount of the deficiency shall pay to the other Party such deficiency amount within thirty (30) days of delivery of written request therefor accompanied by the final tax statement evidencing the actual amount owing. The foregoing obligation shall survive Closing; (ii) payments under any continuing Approved Service Contracts affecting the Property, if any; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which to the extent not paid directly by tenants under the Existing Lease; (iv) rents payable under the Existing Lease shall be prorated based upon rental amounts accrued and owing to Seller is liableas of the Closing Date, if any, such charges to be apportioned and Purchaser shall receive a credit at Closing on in the basis aggregate amount of the most recent meter reading occurring prior lease deposits, prepaid rents and unearned non-refundable fees then held by Seller pursuant to Closingthe Existing Lease; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.

Credits and Prorations. (a) 4.4.1 The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rentsrents and other income from the Property, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable to the Property LLCs by tenants under the LeasesLeases whether or not designated as rent); provided, however that there shall be no double counting of rents with respect to rents paid to and by 10/120 Ground Lessee; (ii) real property taxes (including personal property taxes on the Personal Property) and assessments levied against the PropertyProperty or the Transferred Companies, provided, however, that if any assessments are paid in installments, then only the installments for the period that includes the Closing Date shall be prorated, and installments for any period after the Closing shall be the obligation of Purchaser pursuant to its indirect ownership of the Property LLCs; (iii) payments under the Operating AgreementsAgreements and the interest payments under the Existing Indebtedness; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to ClosingClosing and the most recent bills for such utility charges; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller of office buildings in the area in which the Property is located. (b) 4.4.2 Notwithstanding anything contained in the foregoing provisionsSection 4.4.1 hereof: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually under any Leases held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Property LLCs (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases)Leases subject to Purchaser’s right to consent to such application in accordance with Section 5.6.1 hereof) shall not be prorated at Closing and shall remain in the possession and control of the Property LLCs after Closing or shall be delivered to Purchaser, and (B) Purchaser shall credit to the account of Seller at Closing all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any property taxes and assessments paid at or prior to Closing shall be prorated as follows: (i) property taxes and assessments on the Property assessed for the 2006 calendar year, all of which are payable in the 2007 calendar year, shall be prorated as of Closing based upon the amounts actually paid. If paid or payable by the Property LLCs in 2007; and (ii) property taxes and assessments on the Property assessed for the current year have not been paid before Closing2007 calendar year, Seller shall all of which are payable in the 2008 calendar year, will be charged at Closing an amount equal to that portion the responsibility of Purchaser and such taxes and assessments shall not be prorated at Closing. Seller shall not be responsible for any increase in the assessed value of the Property after Closing, such increased valuation and resulting increase in the taxes actually due being the sole responsibility of Purchaser. Any income tax refunds that are received by the Trusts or the Property LLCs, and any amounts credited against income tax to which relates the Trusts or the Property LLCs become entitled, that relate to income tax periods or portions thereof ending on or before the period before date of the Closing shall be for the account of Seller, and Purchaser shall pay the taxes and assessments prior over to their becoming delinquent. Any Seller any such apportionment made with respect to a tax year for which the tax rate refund or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closingof any such credit within 15 days after receipt or entitlement thereto. (iii) Charges referred to in this Section 4.5(a) hereof 4.4 which are payable by any tenant to a third party party, if any, shall not be apportioned hereunder, and Purchaser shall accept title subject to the Shares notwithstanding that the Trusts or their subsidiaries have liability for any of such unpaid charges unpaid and Purchaser and its subsidiaries shall look solely to the tenant responsible therefor therefore for the payment of the same. If Seller or the Trusts or their subsidiaries shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefore by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. Seller shall retain all amounts received prior to Closing from any tenant with respect to property taxes and assessments, but Seller shall credit to Purchaser at Closing an amount equal to any such payments which are attributable to the period from and after Closing consistent with the method set forth in Section 4.4.2(ii). (iv) Seller shall receive the entire advantage of any discounts for the prepayment of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.4.1(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing. (vi) The Personal Property is included in this sale, without further charge. Seller shall pay any and all sales or similar taxes payable in connection with the Personal Property and Seller shall execute and deliver any tax returns required of it in connection therewith, said obligations of Seller to survive Closing. (vii) Unpaid and delinquent rent as of the Closing shall not be prorated, but if and when collected by Seller or Purchaser (or the Property LLCs) after Closing shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if Purchaser or the Trusts, or their subsidiaries collect any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller or the Trusts or their subsidiaries are entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that (y) all rent received by any party within the first thirty (30) day period after the date of Closing shall be applied first to delinquent rents owed with respect to pre-Closing periods, then to rents due in the month of Closing, and then to delinquent rents owed with respect to post-Closing periods, and (z) all rent received by any party after the first thirty (30) day period after the date of Closing shall be applied first to current rentals, then to delinquent rents owed with respect to post-Closing periods and then to delinquent rents owed with respect to pre-Closing periods, in inverse order of maturity. Purchaser will use commercially reasonable efforts after Closing to collect (or cause to be collected) all rents as promptly as practicable in the usual course of the operation of the Property, provided that Purchaser shall have no obligation to file suit or expend any material sums to collect any delinquent rents owed with respect pre-Closing Periods. Purchaser (or the Property LLCs) shall hold all landlord’s liens, if any, in their entirety to enforce the payment of any delinquent rentals and Seller shall be deemed to have transferred all of its right title and interest in such landlord’s liens, if any. (viii) At Seller’s option: (x) all cash in bank accounts or on hand owned by any of the Transferred Companies or Property Managers; (y) all insurance refunds relating to insurance concerning the Property (which insurance shall not be continued by Seller beyond Closing, except as provided in Article 8 hereof) and (z) all other prepaid items which are capable of being refunded (whether prior to, upon or after Closing) on cancellation of an Operating Agreement shall be either: (a) distributed to Seller immediately prior to the Closing and shall be excluded from the sale contemplated by this Agreement or (b) credited to Seller at Closing, except as provided above with respect to any tenant security made by a tenant under the Leases. (ix) An amount equal to (i) certain obligations of the Property LLCs to pay for tenant improvements in connection with the Leases executed prior to the Effective Date (but excluding amendments or extension and renewal options and other tenant rights under those Lease entered into or exercised after the Effective Date), (ii) certain leasing commissions in connection with the Leases (but excluding amendments or extension and renewal options and other tenant rights under those Lease entered into or exercised after the Effective Date), and (iii) unpaid leasing commissions, tenant improvement allowances and other tenant concessions set forth in the Xxxxxx Xxxxxxx Lease (as hereinafter defined) as more particularly set forth on Schedule 4.4.2(ix) attached hereto, shall be credited to Purchaser at Closing. Purchaser may escrow such funds for the purposes of paying for the obligations under the Leases, including using such funds to apply against rent as specified in the Leases. Seller and Purchaser agree to update Schedule 4.4.2(ix) at Closing. (x) An amount equal to the free rent under the Leases, as more particularly set forth on Schedule 4.4.2(x), shall be credited to Purchaser at Closing. Such amount shall be adjusted depending upon the Closing Date in the manner set forth on Schedule 4.4.2(x). (xi) An amount equal to all of the funds (excluding any letters of credit held by the Lenders that will be released to Seller in connection with the Closing) of any of the Transferred Companies currently held by the Lenders in connection with the Existing Indebtedness, including, without limitation, impound, reserve and escrow funds, shall be credited to Seller at Closing. (xii) An amount equal to $114,980.00 shall be credited to Purchaser at Closing, which represents fifty percent (50%) of the lease termination payment payable to Seller that has already been received by Seller from Xxxxx & Xxxxx in connection with the termination of its lease. (xiii) An amount equal to $11,503,625.30 shall be credited to Purchaser at Closing, which represents the unpaid amounts and expenses for certain renovations and improvements to the Property, as more particularly set forth on Schedule 4.4.2(xiii). Such amount shall be adjusted upon the Closing Date based on the unpaid amounts and expenses for such renovations and improvements as of the Closing Date. 4.4.3 Seller shall use reasonable efforts to provide Purchaser an initial draft of the Closing Statement at least five (5) Business Days prior to Closing, which, once agreed to, shall be the “Closing Statement.” 4.4.4 The provisions of this Section 4.4 shall survive Closing.

Credits and Prorations. (a) Seller shall prepare a schedule of tentative prorations, and Purchaser and Seller shall endeavor to finalize such schedule no later than three (3) business days prior to Closing. The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants tenant under the LeasesLease); (ii) taxes (including personal property taxes on the Personal Property) ), standby fees and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases Lease or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not or have not been applied against delinquent rents or otherwise as provided in the LeasesLease), (B) if Seller is holding letters of credit as a security deposit or portion thereof, then Seller shall either (1) if same are assignable, at Seller’s option either assign such letters of credit to Purchaser or deliver to Purchaser the forms necessary to do so (completed and executed, to the extent required, by Seller), or (2) if not assignable, endeavor to cause such letters of credit to be re-issued in favor of Purchaser (and if any letter of credit cannot be re-issued prior to Closing, then Seller shall escrow the applicable amount with the Escrow Agent until re-issuance); and (BC) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes taxes, standby fees and assessments paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes taxes, standby fees and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes taxes, standby fees and assessments which relates to the period before Closing and Purchaser shall pay the taxes taxes, standby fees and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes taxes, standby fees and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, at Purchaser’s option, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller or shall permit Seller to seek reimbursement of any such amount from such tenant. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.5(a)(iv) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing. (vi) Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the Personal Property, and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (vii) Unpaid and delinquent rent collected by Seller and Purchaser after the date of Closing shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. If there shall be any rents or other charges under the Lease which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (such as year end common area expense reimbursements and the like), then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing shall, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing and Seller’s portion thereof shall be remitted promptly to Seller by Purchaser. (c) If a post closing true-up is necessary, Purchaser shall work diligently with Seller to finalize the prorations as soon as possible, but in no event later than forty-five (45) days after the close of the calendar year. Purchaser shall be responsible for billing and collecting, if necessary, any amounts owed by tenant as a result of the true-up. Purchaser agrees to refund Seller’s portion of Landlord’s CAM reimbursement within thirty (30) days of receipt of funds. If any tenant is owed a refund, Seller agrees to refund to Purchaser its proportionate share within forty-five (45) days after receiving notification from Purchaser of such amounts owed; Seller shall have the right to review the true-up and withhold any refund until the completion of said review. (d) The provisions of this Section 4.5 shall survive Closing.

Credits and Prorations. (a) The following All income and expenses in connection with the operation of the Property shall be apportioned with respect to the Property apportioned, as of 12:01 a.m.A.M., on the day of Closingafter the Closing Date, as if Purchaser were vested with title to the Property during after the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day upon which of the Closing occursDate and the Purchaser shall have the benefit of income and the burden of expenses for the day after the Closing Date and thereafter. The items below will be prorated at Closing utilizing the information known at that time. Such prorated items shall include, without limitation, the following: (i1) rentsif applicable, if anyannual assessments or similar periodic charges under any private covenants, as and when collected (conditions, restrictions or easements affecting the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases);Property; and (ii2) taxes (including personal property taxes on the Personal Property) if applicable, any rents due under any leases, licenses and assessments levied against occupancy agreements of all or any part of the Property; (iii3) payments under the Operating Agreements; (iv) gas, electricity and all other utility charges for which Seller is liable, if any, such charges items customarily prorated or required by any other provision of this Agreement to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses prorated or other items pertaining adjusted, to the Property which are customarily prorated extent not specifically addressed herein; and At Closing, the amount of prorations and adjustments as aforesaid shall be determined or estimated to the extent practicable, and no further monetary adjustment shall be made between a purchaser Seller and a seller Purchaser after Closing. All prorations shall be final at Closing, except as set forth in the area in which the Property is locatedfollowing paragraph. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any ad valorem taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. Closing within thirty (iii30) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to days following the issuance of a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor final tax bill for the payment of the sameyear in which Closing occurs.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.5(a)(iv) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date herein above fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing. (vi) Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the Personal Property and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (vii) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) as a result of any renewals or modifications of the Leases, or any new Leases, approved or deemed approved in accordance with Section 5.4 hereof, between the Effective Date and the date of Closing, and (B) all Tenant Inducement Costs and leasing commissions which become due and payable from and after the date of Closing. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs

Credits and Prorations. (a) The following All items of income and expense relative to the Property, such as rent, utilities, real estate taxes and assessments levied against the Property, sewer charges, water rents, assessments and other charges payable or collectible under the Parking Rights Agreement and all other items typically adjusted upon the sale of commercial real estate in Los Angeles County, California, shall be apportioned with respect to the Property as of 12:01 a.m.a.m. on the Closing Date, on the basis of a 365 day of year, based on a proration statement jointly prepared by Purchaser and Seller in accordance with this Section 3.5 and delivered to Escrow Agent prior to Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: ; provided, however, that with respect to real estate taxes (i) rentsif there are any tax appeals pending as of the date of the Closing, if anyall amounts credited to the Property or otherwise received as a result thereof, together with interest thereon, shall be payable to Seller, except as to the year in which the Closing shall occur, any amounts credited to the Property or otherwise received as a result thereof shall be apportioned between Seller and when collected Purchaser as of the Closing Date on a pro-rata basis after the deduction of all costs of recovery (the term “rents” as used in this Agreement includes including reasonable attorney’s fees and costs) and Seller’s portion thereof (together with all payments due costs of recovery, including reasonable attorney’s fees and costs) shall be payable by tenants under the Leases); to Seller, and (ii) taxes all assessments for public improvements which have been physically completed as of the date of Closing are to be paid by Seller in full at Closing from the proceeds of the Purchase Price. If such prorations result in a net credit to Seller, Purchaser shall deposit the amount of such credit with Escrow Agent together with the balance of the Purchase Price pursuant to Section 1.5; provided, however, (including personal 1) if Seller is obligated to pay for such amounts pursuant to the Lease, Purchaser shall have no obligation to pay for such amounts, and no adjustment shall be made at Closing, and such sums shall be paid exclusively by Seller as tenant pursuant to the Lease, or (2) if Purchaser is obligated to pay such amount under the Lease, Purchaser shall retain such amount and apply it towards the payment of property taxes on operating expenses pursuant to the Personal Property) terms of the Lease (for example, if Seller receives a credit for prepaid Utilities, Purchaser would retain such amount and assessments levied apply the credit towards Seller’s monthly utility obligations as tenant under the Lease). If the computation of the apportionments and adjustments described in this Section 3.5 shows that a net amount is owed by Seller to Purchaser, such amount shall be credited against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges Purchase Price as provided for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is locatedSection 1.5. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In continue or decline, at its option, to prosecute any tax appeals which may be pending as of the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit)Closing Date, however, Seller shall satisfy its take no further action after the date of this Agreement and prior to Closing to appeal, forego appeal, settle or compromise taxes for the tax year in which the Closing shall occur without the prior written approval of Purchaser; nothing contained herein shall limit Seller’s rights or obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to as tenant under the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentLease. (iic) Any taxes paid at or prior to If the Closing shall occur before a new real estate tax rate is fixed, the apportionment of taxes shall be prorated based upon the amounts actually paid. If taxes and assessments basis of the old tax rate for the current preceding tax year have not been paid before Closingapplied to the latest assessed valuation. Promptly after the new tax rate is fixed, Seller the apportionment of taxes shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing recomputed by Seller and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any any discrepancy resulting from such apportionment made with respect to a tax year for which the tax rate recomputation and any errors or assessed valuation, or both, have not yet been fixed omissions in computing apportionments shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closingpromptly corrected. (iiid) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, Seller and Purchaser shall accept title subject agree to cooperate with one another in good faith following the Closing to correct any errors in credits or prorations in connection with the Closing and to “true-up” any prorations which were estimated as of such charges unpaid the Closing within one hundred twenty (120) days of Closing. In connection with the foregoing, Seller and Purchaser shall look solely agree to promptly pay to the tenant responsible therefor party entitled thereto any refund, credit or other payment necessary to correct such errors or effect such “true-up”. (e) Seller shall pay for the payment cost of issuance of the sameParking Rights Estoppel. (f) The terms and provisions of this Section 3.5 shall survive the Closing.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property Assets as of 12:01 a.m., on the day of Closing, as if Purchaser Newsweb were vested with title to the Property Assets during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes without limitation (i) all amounts paid under parking agreements affecting the Assets and (ii) all other payments due and payable by tenants under the Leases); (ii) general real estate taxes (including personal property taxes on the Personal Property) and assessments levied against the PropertyReal Estate (other than the Sheraton Parcel); (iii) payments under the any Operating Agreements; (iv) gas, electricity and other utility charges for which Seller Cityfront is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property Assets which are customarily prorated between a purchaser and a seller in the area in which the Property Assets is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller Cityfront shall, at Seller’s Cityfront's option, either deliver to Purchaser Newsweb any security deposits actually held by Seller Cityfront pursuant to the Leases leases or credit to the account of Purchaser Newsweb the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leasesleases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or Taxes and assessments (other than those related to the Sheraton Parcel) for 1996 and the portion of 1997 prior to Closing shall be prorated based upon on the amounts actually paid. If last ascertainable taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closingassessments. (iii) Charges As to gas, electricity and other utility charges referred to in Section 4.5(a9.04(a)(iv) hereof which are payable by any tenant above, Cityfront may on notice to a third party Newsweb elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Cityfront so elects, such item shall not be apportioned hereunder, and Purchaser Cityfront's obligation to pay such item directly in such case shall accept title subject to any of such charges unpaid and Purchaser shall look solely to survive the tenant responsible therefor for the payment of the sameClosing.

Credits and Prorations. (a) The following This Agreement contemplates a series of Closings for the acquisition of the Properties and Buildings by KR. All income and expenses of a Property or Building shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, the Closing for that Property or Building as if Purchaser KR were vested with title to the Property during the entire day upon which such Closing occurs. Such prorated items with respect to a Property or Building shall include without limitation the following: (i) rentsall Rent (including prepaid Rent), if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes and assessments (including personal property taxes on the Personal Property) (unless and to the extent payment of such taxes and assessments levied against is the responsibility of a Tenant under a Lease related to the subject Property); (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller TAG is liableliable (i.e. not paid by Tenants), if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable under brokerage agreements and Operating Agreements, pursuant to the terms of this Agreement accrued or owing and unpaid at the time of the Closing; (v) all operating cost reimbursements, percentage rents, additional rents and other retroactive rental escalations, sums or charges payable by tenants under the Leases which accrue prior to the Closing but are not then due and payable, shall be prorated as of the Closing. Such amounts shall be for the account of TAG for the period before the Closing and for the account of KR from and after the Closing; and (vvi) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser seller and a seller buyer in the area county in which the that Property or Building is located. (b) Notwithstanding anything contained in Section 6.5(a) hereof, with regard to the foregoing provisionsProperty or Building which is the subject of the Closing: (i) At each Closing, (A) Seller TAG shall, at Seller’s KR's option, either deliver to Purchaser KR any security deposits Security Deposits actually held by Seller TAG pursuant to the Leases or credit to the account of Purchaser KR the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser KR shall credit to the account of Seller TAG all refundable cash or other deposits posted with utility companies serving the Propertycompanies, or, at Seller’s KR's option, Seller TAG shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any Subject to Section 6.5(a)(ii), above, any taxes paid at or prior to each Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller TAG shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing Closing, and Purchaser KR shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 6.5 (d) hereof. KR shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as of the Closing; (iii) Charges referred Unpaid and delinquent Rent collected by TAG and KR after the date of each Closing shall be delivered as follows: (a) if TAG collects any unpaid or delinquent Rent, TAG shall, within fifteen (15) days after the receipt thereof, deliver to KR any such Rent which KR is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if KR collects any unpaid or delinquent Rent, KR shall, within fifteen (15) days after the receipt thereof, deliver to TAG any such Rent which TAG is entitled to hereunder relating to the period prior to the date of Closing. TAG and KR agree that all Rent received by TAG or KR after the date of Closing shall be applied first to actual out-of-pocket costs of collection incurred by TAG or KR, as applicable, with respect to such tenant; second, to Rents due from such tenant for the month in Section 4.5(a) hereof which such payment is received; third, to Rents and other tenant charges attributable to any period after the Closing which are past due on the date of receipt, and; finally, to Rents and other tenant charges delinquent as of Closing. Any costs of collection shall be deducted only from Rents which are delinquent at the time of collection and shall be deducted from Rents pro rata based upon the respective delinquent Rents collected for KR and TAG. KR shall use commercially reasonable efforts after Closing to collect all Rents in the usual course of KR's operation of the Properties, but KR will not be obligated to institute any legal proceedings, including an action for unlawful detainer, or other collection procedures to collect delinquent Rents. TAG may attempt to collect any delinquent Rents owed to TAG and may institute any lawsuit or collection procedures, but may not evict any tenant; and (iv) with respect to any year-end reconciliations of percentage rent, retroactive rental escalations and reimbursable expenses (including common area expense reimbursements and the like) under any Lease, TAG and KR shall cooperate to complete such reconciliations as soon as possible after the Closing, with TAG responsible for amounts owing to tenants under any Lease and entitled to amounts payable by tenants under any tenant Lease (as the case may be), with respect to a third party periods prior to the Closing, and with KR responsible for amounts owing to tenants under any Lease and entitled to amounts payable by tenants under any Lease (as the case may be), with respect to periods from and after the Closing. With respect to any such amounts payable to TAG, KR shall use commercially reasonable efforts after Closing to collect all amounts in the usual course of KR's operation, but KR will not be apportioned hereunderobligated to institute legal proceedings, including an action for unlawful detainer, or other collection procedures to collect such amounts. TAG may attempt to collect any such amounts owed to TAG and may institute any lawsuit or collection procedures, but may not evict any tenant. (c) TAG may prosecute an appeal of the real property tax assessment for any tax years to and including the tax year in which the Closing occurs, and Purchaser may take related action which TAG deems appropriate in connection therewith. KR shall accept cooperate with TAG in connection with such appeal and collection of a refund of real property taxes paid. TAG owns and holds all right, title and interest in and to such appeal and refund relating to the period prior to the Closing, and all amounts payable in connection therewith shall be paid directly to TAG by the applicable authorities. If such refund or any part thereof is received by KR, KR shall promptly pay to TAG any amounts relating to the period prior to the Closing. Any refund received by TAG shall be distributed as follows: first, to reimburse TAG and KR for all costs incurred in connection with the appeal; second, with respect to refunds payable to tenants of the Properties pursuant to any Lease, to such tenants in accordance with the terms of such Leases; and third, to TAG to the extent such appeal covers the period prior to the Closing, and to KR to the extent such appeal covers the period as of the Closing and thereafter. If and to the extent any such appeal covers the period after the Closing, KR shall have the right to participate in such appeal. (d) Except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the parties' reasonable estimates of such amount, and shall be the subject of a final proration sixty (60) days after Closing, or as soon thereafter as the precise amounts can be ascertained. KR shall promptly notify TAG when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, KR shall prepare, and certify as correct, a final proration statement which shall be subject to TAG's approval. Upon TAG's acceptance and approval of any final proration statement submitted by KR, such statement shall be conclusively deemed to be accurate and final. Such statement shall be deemed to increase or decrease, as the case may be, the Contribution Value for purposes of such charges unpaid and Purchaser Section 3.2 hereof. (e) The provisions of this Section shall look solely to the tenant responsible therefor for the payment of the samesurvive Closing.

Credits and Prorations. (a) If the Purchase Price is received by Seller prior to 3:30 P.M. local Atlanta, Georgia time on the Closing Date, the day of Closing shall belong to Purchaser and all prorations hereinafter provided to be made "as of Closing" shall each be made as of 11:59 o'clock P.M. local Atlanta, Georgia time on the day prior to the Closing Date. If the Purchase Price is received by Seller at or after 3:30 P.M. local Atlanta, Georgia time on the Closing Date, then the day of Closing shall belong to Seller and such prorations shall each be made as of 11:59 o'clock P.M. local Atlanta, Georgia time on the Closing Date. In each such proration set forth below, the portion thereof allocable to periods beginning as of Closing shall be credited to Purchaser, or charged to Purchaser, as applicable, and the portion thereof allocable to periods ending as of Closing shall be credited to Seller, or charged to Seller, as applicable, all of which prorations shall be made at Closing or, in the case of allocations to be made after Closing, upon receipt of such payments or payment of such expenses. The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, Closing as if Purchaser were vested with title to the Property during the entire day upon which Closing occursaforesaid: (i) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases Leases, together with any interest earned thereon if required by the Leases, or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a4.4(a) hereof above which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall pay to Seller Seller's pro rata share of any such charges at such time as Purchaser receives payment from the tenant; provided that Purchaser shall use reasonable efforts to pursue reimbursement for such charges from the tenant. (iv) The parties shall prorate the face amounts of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.4(a)(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing. (vi) The Personal Property is included in this sale, without further charge, except that (A) Purchaser agrees to purchase from Seller, at Seller's cost, and pay for at Closing, the fuel and any supplies which are in unopened containers on the Property at the time of Closing, the amount of fuel and such supplies and the cost thereof to be determined as of the day before the date of Closing by a certificate of an agent or employee of Seller, and (B) Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the Personal Property and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (vii) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) (1) as a result of any renewals or expansions of existing Leases, approved or deemed approved in accordance with Section 5.4 hereof, between September 15, 2001 and the date of Closing, and (2) under any new Leases, approved or deemed approved in accordance with Section 5.4 hereof, entered into between the September 15, 2001 and the date of Closing, and (B) all Tenant Inducement Costs and leasing commissions which become due and payable from and after the date of Closing. Without limiting the foregoing, Seller shall be responsible for Tenant Inducement Costs and leasing commissions which were due and payable on or prior to Closing (but not for Tenant Inducement Costs for refurbishments or alterations which the landlord is obligated to make during the term of the Lease) for Leases which were existing prior September 15, 2001. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions or other expenses (excluding attorneys

Credits and Prorations. (a) The following provisions shall be apportioned govern the apportionment of income and expenses at Closing with respect to the Property between Transferor and Transferee: (a) Real estate taxes and assessments and personal property taxes with respect to the Property shall be prorated between Transferor and Transferee at Closing. If the Closing shall occur before the amount of taxes is fixed, the apportionment of taxes shall be made based upon one hundred percent (100%) of the tax rate for the preceding year, applied to the latest assessed valuation of the Property. Upon receipt of the actual tax xxxx for the Property, the proration of taxes made at Closing shall be subject to adjustment pursuant to Section 4.4(g) below. (b) Expenses under the Operating Agreements shall be prorated between Transferor and Transferee at Closing. (c) Transferor shall arrange for final meter readings on all utilities at the Property to be taken on the day preceding Closing. Transferor shall be responsible for the payment of utilities used through the day preceding the Closing Date and Transferee shall be responsible for the payment of utilities used on or after the Closing Date as established by final meter readings on all utilities at the Property. With respect to any utility for which there is no meter, the expenses for such utility shall be prorated between Transferor and Transferee at Closing based upon the most current xxxx for such utility. Any deposits for utilities shall inure to the benefit of and be deemed assigned to Transferee, with an appropriate credit to Transferor. Transferor and Transferee shall reasonably cooperate to cause the timely transfer of utility company accounts from Transferor to Transferee. (d) Basic rents (“Basic Rent”) and additional rent relating to escalation and pass-throughs of operating and other similar expenses (including, without limitation, real estate tax contributions) (“Additional Rent”) shall be prorated between Transferor and Transferee based upon Basic Rent and Additional Rent actually collected as of the day prior to the Closing Date. All prepaid Basic Rent, Additional Rent and other income from the Property shall be credited to Transferee at Closing, to the extent same is attributable to a period of time on or after the date of Closing. With respect to Additional Rent which is paid based upon an estimate, with an end-of-year accounting and adjustment, after Closing Transferor and Transferee shall make any adjustments to the proration of such items made at Closing promptly following such time as the final tax and operating expenses numbers become available and such end-of-year accountings are completed. Any Additional Rent which may be due Transferor as a result of such re-prorations shall be promptly paid by Transferee to Transferor if and when such Additional Rent is collected by Transferee. (e) Basic Rent and Additional Rent which is delinquent and remains uncollected as of the day prior to Closing shall not be prorated between Transferor and Transferee at Closing. At Closing, Transferor shall furnish to Transferee a schedule of delinquent Basic Rent and Additional Rent due under the Leases. Transferee shall pay Transferor’s prorata share of any delinquent Basic Rent and Additional Rent if and when collected by Transferee; provided, however, that Transferee shall have no obligation to collect or pursue the collection of same except that Transferee shall or shall cause its property manager to xxxx tenants for Base Rent and Additional Rent delinquent as of Closing in the ordinary course of business. It is understood and agreed that any Basic Rent or Additional Rent collected by Transferee after Closing shall be applied first to currently due Basic Rent and Additional Rent , with the remainder applicable next to pre-Closing periods. Transferee, shall hold all landlord’s liens in the entireties thereof to enforce the payment of rentals to which Transferee is entitled, and Transferor shall be deemed to have transferred to Transferee all of such landlord’s liens. (f) All security deposits and other deposits payable to tenants under the Leases shall be credited to Transferee at Closing. (g) Transferor and Transferee acknowledge that new bank accounts for the Transferee will not be set up as of Closing, and Transferor agrees to maintain its existing accounts with respect to any and all income or funds received by Transferor in connection with the Property and such funds shall be deposited in the existing accounts, and at such time as Transferee establishes the new bank accounts and Transferee will give notice of same to Transferor. Transferee and Transferor will determine the amount of funds owed to Transferor on and after the Closing Date, and Transferor shall provide funds in that amount to Transferee. This obligation will survive Closing. (h) The prorations described in this Section 4.4 shall be made as of 12:01 a.m., a.m. on the day of ClosingClosing Date, as if Purchaser Transferee were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as . Transferor and when collected (Transferee agree to adjust between themselves after Closing any errors or omissions in the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned prorations made at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closingprovided, (A) Seller shallhowever, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of that such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller prorations shall be entitled deemed final and not subject to receive and retain further post Closing adjustments if no such refundable cash and deposits. In the event any security deposits shall adjustments have been deposited with Seller in a form other than cash requested within one (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to 1) year after the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentClosing Date. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., 11:59 p.m. on the day of Closingprior to the Closing Date, as if Purchaser were vested with title to the Property during the entire day upon on which the Closing occurs. Such prorated items shall include, without limitation, the following: (i) rentsall Rents, including all Billbacks other than those for tenant work order income (which shall instead be fully for the account of the party paying or incurring the same), if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases)collected; (ii) taxes and assessments levied against the Property (including personal property taxes on the Personal Property) and assessments levied against the Propertyin accordance with Section 5.4(b)(ii) below; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges in accordance with Section 5.4(b)(iv) below; (iv) all amounts payable under the Operating Agreements which are assigned to be apportioned at Closing on the basis of the most recent meter reading occurring prior Purchaser pursuant to ClosingSection 5.2(b); and (v) any other operating expenses or other items due and payable pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 5.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to shall receive a credit against the Leases or credit to the account of Purchaser Purchase Price in the amount of such security deposits all cash Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases)) and interest accrued thereon, to the extent that either the Leases or applicable law requires that the same bear interest, together with a detailed inventory of such Security Deposits certified by Seller at Closing, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any real estate taxes and assessments applicable to the year of Closing paid at or prior to Closing shall be prorated based upon the amounts actually paid. If such taxes and assessments due and payable for the current year of Closing for the Property have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall assume and pay the taxes and assessments for the year of Closing prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon on the prior year’s tax rate and/or assessed valuation last fixedxxxx. To the extent that the actual taxes and assessments for the current year for the Property differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following within thirty (30) days after Purchaser presents to Seller a copy of the final tax xxxx, Purchaser’s calculation of the reproration of the taxes and assessments and appropriate back-up materials related to the calculation. In addition, Seller may inspect Purchaser’s books and records related to the Property to confirm Purchaser’s calculation. If after Closing there is an adjustment or reassessment by any governmental authority with respect to, or affecting, any real estate taxes or assessments for the Property for the year of Closing or any prior year, any additional tax or assessment payment for the Property required to be paid that is not reimbursable by Tenants under the Leases with respect the year of Closing shall be prorated between Purchaser and Seller and any such additional tax or assessment payment for the Property for any year prior to the year of Closing shall be paid by Seller to the extent not reimbursable by Tenants under the Leases. This agreement shall expressly survive the Closing. (iii) Charges referred If the annual reconciliation of tenant pass-throughs under the Leases for the 2011 calendar year (excluding Billbacks, which shall be governed by Section 5.4(a)(i) above) results in there being amounts due and payable by the Tenants, Purchaser will use commercially reasonable efforts to collect such amounts (provided, however, that commercially reasonable efforts exclude the obligation to declare a Tenant in default under its Lease or to file suit to collect such amounts) and will pay Seller its prorated share of such amounts promptly upon Purchaser’s receipt (but in no event later than June 30, 2012, provided Purchaser actually receives such amounts from the Tenants). If such reconciliation results in there being refunds due and payable to Tenants on account of the pass-throughs of specifically documented expenses, Seller will pay to Purchaser its prorated share of such amounts promptly upon receipt of a written request therefor from Purchaser (which shall in no event be delivered later than June 30, 2012). In the event that there shall be any Rents or other charges under any Leases which, although relating to a period prior to Closing, do not become due and payable until after Closing (excluding Billbacks, which shall be governed by Section 4.5(a5.4(a)(i) hereof above), then any Rents or charges of such type received by Purchaser or its agents subsequent to Closing (excluding Billbacks) shall, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing and Seller’s portion thereof shall be paid to Seller by Purchaser promptly upon Purchaser’s receipt of such Rent or other charges (excluding Billbacks). (iv) Except for utilities which are payable by any tenant the direct responsibility of the Tenants to a third party the applicable public or private utilities supplier, Seller shall not pay all utility bills received prior to Closing and shall be apportioned hereunder, and responsible for utilities furnished to the Property prior to Closing. Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant be responsible therefor for the payment of all bills for utilities furnished to the sameProperty subsequent to the Closing. Seller and Purchaser hereby agree to pay their respective shares of all utility bills (except for utilities which are the direct responsibility of the Tenants) received subsequent to Closing (if they include a service period prior to the date of Closing), which agreement shall survive Closing. Seller shall be entitled to all deposits presently in effect with the utility providers. (v) If Rents payable by the Tenants, or Billbacks incurred by Seller, for the month in which the Closing occurs or any prior period have not been received by Seller as of Closing, Purchaser will invoice for and use commercially reasonable efforts to collect such amounts from the Tenants (provided, however, that commercially reasonable efforts exclude the obligation to declare a Tenant in default under its Lease or to file suit to collect such amounts) and will pay Seller its prorated share of such amounts promptly upon Purchaser’s receipt in accordance with Section 5.4(b)(vi). (vi) Seller and Purchaser agree that all Rents received by Purchaser after Closing will be applied first (1st) to the Billbacks that are paid or incurred by Seller prior to the Closing Date, second (2nd) to Rents that are due and payable for the month in which the Closing occurs (excluding Billbacks), third (3rd) to Rents that become due and payable after the month in which Closing occurs (including Billbacks that are paid or incurred by Purchaser on or after the Closing Date), in reverse order of maturity, and fourth (4th) to Rents (excluding Billbacks) that are due and payable for all periods prior to the month in which Closing occurs, in reverse order of maturity. (vii) Seller may attempt to collect any delinquent Rents or Billbacks owed Seller and may institute any lawsuit or collection procedures, but may not evict or seek to evict any Tenant or terminate or seek to terminate any Lease. Purchaser shall promptly provide Seller any information in Purchaser’s possession that is reasonably necessary for Seller to invoice Tenants for Billbacks for electricity and after-hours HVAC. (viii) For the period commencing on March 1, 2011 (being the day immediately after the last day covered by the aged delinquency reports set forth on Exhibit R) and ending on the Closing Date, except for electricity and after-hours HVAC charges, Seller will not without Purchaser’s consent, which may not be unreasonably withheld, conditioned or delayed pay or incur costs that would constitute a Billback if the amount of any single Billback would exceed $10,000.00 or if the aggregate amount of all such Billbacks would exceed $25,000.00. At Closing, the Closing Statement shall identify those Billbacks (i) for electricity and after-hours HVAC charges then invoiced and due and payable by Tenants, and (ii) for tenant work orders then known to Seller to have been paid or incurred but not yet invoiced to Tenants (it being understood that there will be additional Billbacks for electricity and after-hours HVAC charges, and that there may be additional Billbacks for tenant work orders, each of which will not be known to Seller on the Closing Date but that nonetheless shall be adjusted for as they become known pursuant to Section 5.4(a)(i) and Section 5.4(b)(vi)). “Billbacks” means, with respect to each Lease, a reimbursement from the Tenant to Seller paid for electricity charges, after-hours HVAC charges and other work order income which are paid or incurred by the landlord under the Lease and to which the landlord is entitled to reimbursement from the Tenant; provided, however, that Billbacks do not include expenses included in “Annual Rental Adjustment” (as defined in the Leases). Billbacks are invoiced to Tenant by Seller on a trailing basis; e.g., amounts paid or incurred by the landlord relating to the month of January are billed to Tenant in mid- or late-February and are due and payable from Tenant immediately

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., Austin, Texas time, on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases)Leases and by licensees and concessionaires, if any) and room revenues; (ii) taxes (including personal property taxes on the Personal Property); (iii) and assessments levied against any assessments; (iv) payments under the Operating Agreements or other agreements affecting the Property; (iii) payments under the Operating Agreements; (ivv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (vvi) any other operating expenses or other items pertaining to of the Property which are customarily prorated between a purchaser and a seller in incurred during the area month in which the Property is locatedClosing occurs. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leasesrents), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, Property or, at Seller’s 's option, Seller shall be entitled to receive and retain such all refundable cash and deposits. In the event any security deposits shall have been deposited posted with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentutility companies. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a4.4(a) hereof above (other than those referred to in Section 4.4(a)(i)) which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. Purchaser acknowledges that Seller may be appealing the valuation of the Property and agrees that Seller shall be entitled, at Seller's cost and expense, to pursue such appeal to completion and to receive (i) any tax refunds or reductions attributable to the years prior to the year of the Closing, and (ii) any tax refund or reduction attributable to the year of the Closing, shall be prorated between Seller and Purchaser after deducting (or crediting Seller, as applicable) any expenses, (including attorneys' fees) relating to the appeal, and Purchaser shall remit such amounts to Seller within ten (10) days following written request therefor by Seller. (v) As to gas, electricity and other utility charges referred to in Section 4.4(a)(v) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing. (vi) The Personal Property is included in this sale, without further charge, except that Purchaser shall pay the amount of any and all sales or similar taxes, if any, payable in connection with the Personal Property which is to be transferred to Purchaser under this Agreement and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (c) All other matters with respect to apportionment shall be governed by the Closing Memorandum. All prorations and adjustments described in this Section 4.4 and in the Closing Memorandum shall be effected by increasing or decreasing, as appropriate, the amount of cash to be paid by Purchaser to Seller at Closing. The provisions of this Section 4.4 shall survive Closing.

Credits and Prorations. (a) The following provisions shall be apportioned govern the apportionment of income and expenses with respect to the Property between Seller and Purchaser: (a) Fixed Rent (herein so called) shall be prorated between Seller and Purchaser based upon Fixed Rent actually collected. All prepaid Fixed Rent and other income from the Property shall be credited to Purchaser at Closing, to the extent same is attributable to a period of time after Closing. (b) Fixed Rent which is delinquent and remains uncollected at Closing shall not be prorated between Seller and Purchaser at Closing. At Closing, Seller shall furnish to Purchaser a schedule of delinquent Fixed Rent due under the Lease. Purchaser shall pay Seller's prorata share of any delinquent Fixed Rent if and when collected by Purchaser; provided, however, that Purchaser shall have no obligation to collect or pursue the collection of same. It is understood and agreed that any Fixed Rent collected by Purchaser after Closing shall be applied first to currently due Fixed Rent. Purchaser shall hold all landlord's liens in the entireties thereof to enforce the payment of rentals to which Purchaser is entitled, and Seller shall be deemed to have transferred to Purchaser all of such landlord's liens. Seller shall have no rights to collect or attempt to collect any delinquent Fixed Rent from any tenant, all such rights being transferred to Purchaser at Closing. (c) All security deposits and other deposits payable to tenants under the Leases shall be credited to Purchaser at Closing. (d) The prorations described in this Section 4.4 shall be made as of 12:01 a.m., a.m. on the day of ClosingClosing Date, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any. All prorations described in this Section 4.4 shall be effected by increasing or decreasing, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gascase may be, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (cash to the extent such security deposits are not applied against delinquent rents be paid by Purchaser to Seller at Closing. Seller and Purchaser agree to adjust between themselves after Closing any errors or otherwise as provided omissions in the Leases)prorations made at Closing; provided, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Propertyhowever, or, at Seller’s option, Seller that such prorations shall be entitled deemed final and not subject to receive and retain further post Closing adjustments if no such refundable cash and deposits. In the event any security deposits shall adjustments have been deposited with Seller in a form other than cash requested within one (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to 1) year after the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentClosing Date. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.

Credits and Prorations. (a) 4.4.1 The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of the applicable Closing, as if Purchaser were vested with title to the Property during the entire day upon which such Closing occurs: : (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the LeasesLeases and shall take into account any concessions relating to any Lease); , (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; , (iii) payments under the Operating Agreements; , (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and , and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) 4.4.2 At Closing, (Ai) Seller shall, at SellerPurchaser’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise applied as provided in the Leasescontemplated), and (Bii) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) 4.4.3 Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing provided; however, that Seller shall not be responsible for any increased taxes or assessments resulting from an increase in the assessed value of the Land or the Improvements first resulting from and after the day of Closing or otherwise resulting from the sale of the Property. 4.4.4 Discounts for the prepayment of any taxes, water rates or sewer rents shall be prorated as of the day of Closing. (iii) Charges 4.4.5 As to gas, electricity and other utility charges referred to in Section 4.5(aSubsection 4.4.1(iv) hereof which are payable by any tenant above, Seller may on notice to a third party Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the applicable Closing. 4.4.6 The Personal Property is included in this sale, without further charge, except that Purchaser shall accept title subject pay to Seller the amount of any of such charges unpaid and all sales or similar taxes payable in connection with the Personal Property and Purchaser shall look solely execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. 4.4.7 Unpaid and delinquent rent collected by Seller and Purchaser after the date of Closing shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the tenant responsible therefor for date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the payment Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that (iii) all rent received by Seller or Purchaser within the first sixty (60) day period after the date of Closing shall be applied first to delinquent rentals, if any, in the order of their maturity, and then to current rentals, and (iv) all rent received by Seller or Purchaser after the first sixty (60) day period after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the sameProperty, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. 4.4.8 Either party shall be entitled to a post-Closing adjustment for any incorrect proration or adjustment provided written notice thereof is given to the other party within sixty (60) days of Closing (or such longer period with respect to adjustments not capable of being made or determined within such sixty (60) day period). 4.4.9 The provisions of this Section 4.4 shall survive Closing for a period of sixty (60) days (or, in the case of adjustments requiring a longer time in order to make a final determination as described in Section 4.4.8, such longer period of time).

Credits and Prorations. (a) The following Seller shall endeavor to provide Purchaser with a draft of the closing and proration statement referred to in Sections 4.2(l) and 4.3(l) (the "CLOSING STATEMENT") on or before the date that is five (5) business days prior to the Closing Date. If Seller fails to deliver such draft Closing Statement on or before such date, such failure shall not constitute a default by Seller hereunder or otherwise entitle Purchaser to terminate this Agreement. (b) All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of ClosingClosing Date, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases)Rents; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable under Operating Agreements; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (bc) Notwithstanding In addition to and notwithstanding anything contained in the foregoing provisionsSection 4.4(b) hereof: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits actually held by Seller pursuant to Security Deposits provided under the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases, any amounts so supplied being disclosed to Purchaser in writing with a representation by Seller that the tenant who posted such applied Security Deposit is not entitled to a refund of the applied amount), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the PropertyProperty to the extent transferred to Seller on the utility company's records, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquentdelinquent and on or prior to the date that will maximize any discounts or reductions in said taxes and assessments on account of early payment thereof. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(e) hereof; (iii) Charges Non-delinquent charges referred to in Section 4.5(a4.4(b) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall deliver the reimbursement due Seller upon receipt of the same from the tenant(s) who are responsible for payment; (iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (v) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and Commissions (as hereinafter defined) which become due and payable (whether before or after Closing) as a result of any new Leases, or any renewals, amendments or expansions of existing Leases, signed during the Lease Approval Period (as hereinafter defined) or as a result of any options exercised by tenants or the failure by a tenant to exercise any options during the Lease Approval Period, including, without limitation, the Commissions and Tenant Inducement Costs set forth on SCHEDULE 1, and, if required, approved or deemed approved in accordance with Section 5.6 hereof; and (B) all Tenant Inducement Costs and Commissions as a result of new leases, or renewals, amendments or expansions of existing Leases, signed or entered into from and after the Closing Date or as a result of any options exercised by tenants or the failure by a tenant to exercise any options after the Closing Date. If, as of the Closing Date, Seller shall have paid any Tenant Inducement Costs or Commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. As used herein (a) "COMMISSIONS" shall mean all brokerage commissions, finder's fees or other similar compensation due or payable in connection with the applicable lease and (b) "TENANT INDUCEMENT COSTS" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement,

Credits and Prorations. (a) The following shall be apportioned with respect to the Property Properties as of 12:01 a.m., on January 1, 1998 (notwithstanding the day of Closing, December 30 closing date) as if Purchaser were vested with title to the Property during Properties for the entire day upon which Closing occurson such date, and Seller were vested with title the Properties during each of the days immediately preceding such date: (i) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Assumed Operating Agreements; (iviii) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (viv) any other operating expenses or other items (other than real estate taxes) pertaining to the Property Properties which are customarily prorated between a purchaser and a seller in the area in which the Property is Properties are located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) . Purchaser shall credit to the account of Seller be responsible for establishing all refundable cash or other deposits posted accounts with utility companies serving the PropertyProperties and to provide any deposits required by such companies in connection therewith. Any refundable cash or other deposit currently held by such utility companies that were deposited by Seller, orits predecessors or agents ("Seller's Deposits"), at Seller’s option, are with the utility companies serving the Properties shall be the property of Seller and Seller shall be entitled have the right to receive and retain such refundable cash and depositsseek a refund thereof. In To the event extent any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering utility company pays to Purchaser an assignment any of Seller's Deposit, Purchaser shall immediately remit such security deposit amount to Seller. This obligation of Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentshall survive Closing. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If Real estate taxes and assessments for the current year have similar ad valorem taxes shall not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closingprorated. (iii) Charges referred to in Section 4.5(a4.4(a) hereof above, if any, which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall pay to Seller such amounts as they are collected subsequent to Closing. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to Section 4.4(a)(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing. (vi) The Personal Property, if any, is included in this sale, without further charge. (vii) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) expressly contained in the applicable lease and leasing commissions pursuant to agreements disclosed in writing to Purchaser on or before the Closing Date which become due and payable (whether before or after Closing) (1) as a result of any renewals or expansions of existing Leases, approved or deemed approved in accordance with Section 5.1 hereof, between the Effective Date and the date of Closing, and (2) under any new Leases, approved or deemed approved in accordance with Section 5.1 hereof, entered into between the Effective Date and the date of Closing, and (B) all Tenant Inducement Costs and leasing commissions which become due and payable from and after the date of Closing as a result of any agreements entered into by Purchaser to pay such costs or commissions. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. For purposes hereof, the term "Tenant Inducement Costs" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term "Tenant Inducement Costs" shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the date of Closing. Notwithstanding anything to the contrary contained in this Agreement, all Tenant Inducement costs with respect to which Purchaser agrees to pay or reimburse Seller are listed on Exhibit F attached hereto.

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: . Subject to the provisions of this Section 4.4, such prorated items shall include without limitation the following: (i) rentsall Rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); ; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; ; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; and (iv) all amounts payable under brokerage agreements and Operating Agreements, pursuant to the terms of this Agreement; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(d) hereof; (iii) Charges referred to in Section 4.5(a4.4(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller; (iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay one or more or all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (v) Upon the Closing, Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) as a result of any new Leases, or any renewals, amendments or expansions of existing Leases (whether or not entered into pursuant to an option), arising or entered into during the Lease Approval Period (as hereinafter defined) and, if required, approved or deemed approved in accordance with Section 5.4 hereof; provided that if the term of a new Lease or extension or expansion of an existing Lease commences prior to the date of Closing, then Purchaser shall be responsible for only its prorata share of the Tenant Inducement Costs and leasing commissions related thereto, which prorata share shall be calculated by comparing the portion of such new or extended term that remains after the Closing Date to the total duration of the new or extended term; and (B) all Tenant Inducement Costs and leasing commissions with respect to new Leases, or renewals, amendments or expansions of existing Leases, arising, signed or entered into from and after the date of Closing, including but not limited to leasing commissions that become payable after the termination of a brokerage agreement referred to in Section 5.1(d) hereof in accordance with the terms of such an agreement; and (C) Tenant Inducement Costs in the amount of approximately $2,100,000 and leasing commissions in the amount of approximately $750,000 in respect of the Xxxxx & Winfield lease renewal, expansion and extension intended to be effective as of April 1, 2004, which may be executed prior to the Effective Date. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, or if, as of the date of Closing, Seller shall have paid any attorneys' fees or expenses incurred in connection with the drafting or the negotiation, or both, of any leases entered into after the Effective Date, Purchaser shall reimburse Seller therefor at Closing, subject to the prorata sharing of such costs as described above for any such leases that commence prior to the date of Closing and subject to a cap on attorneys' fees of $1.00 per square foot of rentable area for each new lease and $.50 per square foot of rentable area for a lease amendment. For purposes hereof, the term "Tenant Inducement Costs" shall mean any

Credits and Prorations. (a) The following All income and expenses in connection with the operation of the Property shall be apportioned with respect to the Property apportioned, as of 12:01 a.m., 11:59 p.m. on the day of Closingprior to the Closing Date, as AS if Purchaser Jupiter were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Post shall have the benefit of income and the burden of expenses for the day upon which preceding the Closing occursDate and the Jupiter shall have the benefit of income and the burden of expenses for the Closing Date and thereafter. Items (1)-(5) below will be prorated at Closing utilizing the information known at that time. A post-closing "true-up" shall take place within ninety (90) days of the Closing Date to adjust the prorations of said items (1), (3), (4) and (5), if necessary, and within a reasonable time to adjust the proration of said item (2), if necessary. Such prorations shall be determined on a Project-by-Project basis and also on an aggregate basis with respect to the entire Property. Such prorated items shall include, without limitation, the following: (i1) rents, if any, as and when based on the amount collected (for the current month. The term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the LeasesLeases other than refundable deposits, application fees, late charges, pet charges and termination payments (of which deposits shall be treated as set forth in Section 5.4 (b)(1), but such other amounts shall be retained by Post); Post shall not receive a credit at Closing for rents which are past due but not collected as of Closing; (ii2) ad valorem taxes and assessments levied against the Property (including personal property taxes on the Tangible Personal Property), which shall be prorated as set forth in Section 5.4 (b)(2) and assessments levied against the Propertyhereof; (iii3) payments under the Operating AgreementsDesignated Service Contracts. To the extent any rebate, concession or commission payable to Post under any Designated Service Contract has accrued before Closing but has not been paid to Post, Post shall receive a credit for such accrued amounts at Closing; (iv4) gas, electricity and other utility charges for which Seller Post is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v5) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. (6) interest and periodic expenses payable with respect to the Assumed Project Financing (including, but not limited to, periodic fees payable to Xxxxxx Xxx or any of the other Bond Participants and any rebate obligations, but excluding any fees relating to the closing of the transactions contemplated herein). (b) Notwithstanding anything contained in the foregoing provisions: (i1) At Closing, (A) Seller Post shall, at Seller’s Post's option, either deliver to Purchaser Jupiter any security unforfeited resident deposits actually held by Seller pursuant to shown on the Leases Rent Roll or credit to the account of Purchaser Jupiter the amount of such security unforfeited resident deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases)and any interest thereon, and (B) Purchaser Jupiter shall credit to the account of Seller Post all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s either party's option, Seller Jupiter shall contract directly with the utility companies and Post shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions ; provided that Jupiter and Post will cooperate so that utility service to the issuer Property is not interrupted. For the purposes of such this Section 5.4 (b)(1) the term "unforfeited resident deposits" means any refundable resident deposits to transfer the same to Purchaserwhich are held by Post and which Post has not applied, and appropriate instruments of transfer is not entitled to apply, against delinquent rents, property damage or assignmentotherwise. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., a.m. on the day of Closing, the Closing as if Purchaser were vested with title to the Property during the entire day upon which the Closing occurs. Such prorated items shall include without limitation the following: (i) rents, if any, as taxes and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iiiii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior to the Closing (dated not more than fifteen (15) days prior to the Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iii) all amounts payable under the Operating Agreements, pursuant to the terms of this Agreement; and (viv) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) the Closing Seller shall, at Seller’s option, either deliver shall be entitled to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), receive and (B) Purchaser shall credit to the account of Seller retain all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior to the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of the Closing have not been paid before the Closing, Seller shall be charged at the Closing an amount equal to that portion of such taxes and assessments which relates to the period before the Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at the Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following the Closing., subject to the provisions of Section 4.4(d) hereof; (iii) Charges As to utility charges referred to in Section 4.5(a4.4(a)(ii) hereof which are payable by any tenant hereof, Seller may on notice to a third party Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (c) Seller may continue to prosecute any appeal of the real property tax assessment for prior tax periods pending as of the Effective Date, and may take related action which Seller deems appropriate in connection therewith. Purchaser shall accept cooperate with Seller in connection with such appeal and collection of a refund of real property taxes paid. Seller owns and holds all right, title and interest in and to such appeal and refund, and all amounts payable in connection therewith shall be paid directly to Seller by the applicable authorities. If such refund or any part thereof is received by Purchaser, Purchaser shall promptly pay such amount to Seller. Any refund received by Seller shall be distributed as follows: first, to reimburse Seller for all costs incurred in connection with the appeal and second, to Seller to the extent such appeal covers the period prior to the Closing, and to Purchaser to the extent such appeal covers the period as of the Closing and thereafter. If and to the extent any such appeal covers the period after the Closing, Purchaser shall have the right to participate in such appeal. (d) Except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with certainty as of the Closing shall be prorated on the basis of the parties' reasonable estimates of such amount, and shall be the subject of a final proration sixty (60) days after the Closing, or as soon thereafter as the precise amounts can be ascertained. Purchaser shall promptly notify Seller when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, Purchaser shall prepare, and certify as correct, a final proration statement which shall be subject to Seller's approval. Upon Seller's acceptance and approval of any of final proration statement submitted by Purchaser, such charges unpaid statement shall be conclusively deemed to be accurate and Purchaser shall look solely final. (e) Subject to the tenant responsible therefor for final sentence of Section 4.4(d) hereof, the payment provisions of this Section 4.4 shall survive the sameClosing.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants Tenant and/or Subtenant, if applicable, under the LeasesLease); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or shall credit to the account of Purchaser the amount of such security deposits deposit (to the extent such security deposits are deposit is not applied against delinquent rents or otherwise as provided in the LeasesLease and evidenced by the Tenant Estoppel), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any the security deposits deposit shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits deposit to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay be responsible for causing the payment of such taxes and assessments prior to their becoming delinquentassessments. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant Tenant and/or Subtenant, if applicable, to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor Tenant and/or Subtenant, if applicable, for the payment of the same. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.5(a)(iv) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date herein above fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing. (vi) Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the Personal Property and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (vii) Purchaser shall be responsible for the payment of all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) as a result of any renewals or modifications of the Lease, or any new leases, approved in accordance with Section 5.4 hereof, between the Effective Date and the date of Closing. Seller shall be responsible for the payment of all Tenant Inducement Costs and leasing commissions pursuant to terms of agreements related to the Property (including the Lease) which were entered into prior to the Effective Date which become due and payable from and after the date of Closing. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. For purposes hereof, the term “Tenant Inducement Costs” shall mean any out-of-pocket payments required under the Lease or any new lease entered into in accordance with the terms hereof, to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term “Tenant Inducement Costs” shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the date of Closing.

Credits and Prorations. (a) Seller shall prepare a schedule of tentative prorations, and Purchaser and Seller shall endeavor to finalize such schedule no later than three (3) business days prior to Closing. The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the LeasesLease); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases Lease or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the LeasesLease); (B) if Seller is holding letters of credit as a security deposit or portion thereof, then Seller shall deliver such letters of credit to Purchaser (to the extent such letters of credit have not been drawn upon or applied against delinquent rents or otherwise as provided in the Lease); and (BC) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid by Seller at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller Purchaser shall be charged at Closing an amount equal to that portion responsible for the payment of such at Closing. Purchaser acknowledges and agrees that Purchaser, as tenant under the Lease, is required to pay all taxes and assessments which relates to in connection with the period before Closing Property, including, without limitation, Tredyffrin Easttown School District Taxes, Tedyffrin Township Assessments for Highway Improvements, Tredyffrin Borough/Township Taxes, Xxxxxxx County Taxes, and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following ClosingTredyffrin Township Sewer Fees. (iii) Charges referred to in Section 4.5(a4.4(a) hereof above which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.4(a)(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing. (vi) Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with this transaction and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (vii) Purchaser represents and warrants that no Tenant Inducement Costs (as hereinafter defined), leasing commissions and other expenses (including reasonable legal fees) have been incurred by or on behalf of the landlord in connection with any lease transaction (the “Other Expenses”) which will become due and payable after the date of this Agreement (whether before or after Closing). If, during the period commencing on the date of this Agreement and continuing through Closing, Seller shall have paid any Tenant Inducement Costs, leasing commissions or Other Expenses, Purchaser shall reimburse Seller therefor at Closing. For purposes hereof, the term “Tenant Inducement Costs” shall mean any out-of-pocket payments required under a lease for any portion of the Property to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout

Credits and Prorations. (a) The following shall will be apportioned with respect to the Property as of 12:01 a.m.a.m. (local time at the Property), on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants Tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the PropertyProperty as provided in Section 9.4(b)(ii); (iii) payments amounts due under the Operating AgreementsService Contracts; (iv) the cost of fuel stored on the Property, and gas, water, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior last invoices preceding closing and adjusted post-closing to Closingtrue-up the proration and adjustments based on the amounts shown on the invoices subsequently received; and (v) any other operating expenses expenses, pre-paid expenses, or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shallwill, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall will credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall will be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior Notwithstanding anything to Closing shall be prorated based upon the amounts actually paid. If contrary herein, Purchaser acknowledges that only real estate taxes and assessments (“Illinois Real Estate Taxes”) for the current calendar year have not been paid before Closing2005, which are payable in 2006, are being prorated hereunder, and no proration is being made for 2006 Illinois Real Estate Taxes payable in 2007. Seller shall be charged responsible for 2005 Illinois Real Estate Taxes corresponding to the number of days between January 1, 2006 and the Closing Date. Seller has paid the first estimated installment of 2005 Illinois Real Estate Taxes due March 1, 2006, and will receive a credit therefor at Closing an amount equal to that portion of such taxes and assessments which relates to for the period before from the Closing and Date through June 30, 2006. Purchaser shall pay be responsible for the taxes payment of the second installment of 2005 Illinois Real Estate Taxes payable in 2006 and assessments prior to their becoming delinquentthe 2006 Illinois Real Estate Taxes payable in 2007. Any such apportionment made with respect to a If the final tax year bxxx for which the tax rate or assessed valuation2005 Illinois Real Estate Taxes payable in 2006 has not been issued as of Closing, or both, have not yet been fixed the proration of Illinois Real Estate Taxes hereunder shall be reasonably estimated based upon on the tax rate and/or assessed valuation last fixed2004 Illinois Real Estate Taxes paid in 2005. To the extent that the actual taxes and assessments for the current year 2005 Illinois Real Estate Taxes differ from the 2004 amount apportioned at on which the proration was based, Seller and Purchaser agree to reprorate such 2005 Illinois Real Estate Taxes within thirty (30) days of receipt of the actual tax bxxx applicable to such period. Any additional taxes (i.e., other than general real estate taxes) relating to the year of Closing or prior years arising out of a change in the use of the Land or the Improvements by Purchaser or a change in ownership will be assumed by Purchaser effective as of Closing and paid by Purchaser when due and payable, and Purchaser will indemnify, defend, and hold Seller harmless for, from, and against any and all such taxes, which indemnification obligation will survive the Closing, provided that the foregoing shall have no effect on the proration of Illinois Real Estate Taxes as described above. When the amount of such taxes is finally ascertained, any further adjustment will be promptly made between the parties shall make all necessary adjustments in cash. Notwithstanding the foregoing, Seller will not be liable for any taxes to the extent that reimbursement of such taxes is payable by appropriate payments between themselves following Closing.a Tenant under a Lease; (iii) Charges referred to in this Section 4.5(a) hereof 9.4 which are payable by any tenant Tenant to a third party shall Third-Party will not be apportioned hereunder, and Purchaser shall will accept title subject to any of such charges unpaid and Purchaser shall will look solely to the tenant Tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any Tenant, and shall not have been reimbursed therefor by the time of Closing, upon payment by such Tenant to Purchaser, Purchaser will pay to Seller an amount equal to all such charges so paid by Seller. Seller will provide a list to Purchaser of all such charges paid by Seller within ten (10) days after the Effective Date; (iv) Seller will receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents; (v) As to gas, electricity and other utility charges referred to in Section 9.4(a)(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item will not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case will survive the Closing, provided that Seller provides Purchaser with evidence of payment within two (2) business days after the date of such payment; (vi) The Personal Property is included in this sale, without further charge; provided, however, Purchaser will be solely responsible for all sales and use taxes; (vii) Seller shall be responsible for the payment of only those Tenant Inducement Costs and leasing commissions that are identified on Schedule 9.4(b) attached hereto. To the extent that any such items identified on Schedule 9.4(b) remain unpaid as of Closing, Purchaser shall receive a credit against the Purchase Price for the unpaid balance of all such items, and Purchaser shall then be responsible for the payment of all such items from and after Closing. Except as otherwise listed on Schedule 9.4(b), Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs and leasing commissions which become due and payable (whether before or after Closing) (1) as a result of any renewals or expansions of existing Leases, to the extent the renewal term or term with respect to the expansion space commences after the Effective Date hereof, and (2) under any new Leases entered into by Seller and approved by Purchaser between the Effective Date and the Closing Date as provided in Section 7.3 hereof and (B) all Tenant Inducement Costs and leasing commissions which become due and payable from and after the Closing Date with respect to all existing Leases, including, without limitation, any such commissions arising out of continuing obligations under the leasing agreements (notwithstanding the termination thereof) set forth on Exhibit S. If, as of the Closing Date, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. As set forth in Schedule 9.4(b), Purchaser shall receive a fixed and agreed credit against the Purchase Price of $546,000.00 with respect to contingencies related to the renewal and expansion of the Lease with Barack Fxxxxxxxxx Xxxxxxxxxx Xxxxxxx & Nxxxxxxxx; provided, however, Seller makes no representation or warranty with respect to such renewal and expansion and said agreed and fixed credit shall apply, without adjustment, regardless of the outcome of the negotiations of such renewal and expansion (or any failure to reach an agreement) or the ultimate terms of any agreement. Except for the $12,248.88 credit against the Purchase Price for free rent under the Dxxxxx Xxxx Lease as set forth in Schedule 9.4(b), Purchaser shall not be entitled to any credits against the Purchase Price in connection with, and Seller shall have no liability to Purchaser for any period of free, reduced or abated rent under any Lease from and after the Effective Date; (viii) Unpaid and delinquent rent collected by Seller and Purchaser after the date of Closing will be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller will, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser will, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that all rent received by Seller or Purchaser will be applied first to rents that became due and payable after Closing, and second, to those which were due and payable prior to Closing, in reverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. In the event that there shall be any rents or other charges under any Leases which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (such as year end common area expense reimbursements and the like), then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing will, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing and Seller’s portion thereof will be remitted promptly to Seller by Purchaser without reduction for any costs of collection or processing; and (ix) Purchaser shall be entitled to a $100,000.00 agreed upon and fixed credit against the Purchase Price for the repair of the steel beams as described on Schedule 9.4(b), for which no construction contract has been entered into by Seller and a contractor. From and after Closing, Purchaser shall be solely responsible for the cost of such capital projects regardless of whether the cost of such projects exceeds the amount of the credit set forth on Schedule 9.4(b). (c) If the annual reconciliation of Tenant pass-throughs for the 2006 calendar year results in there being amounts due and payable by the Tenants, Purchaser will collect such amounts and pay over to Seller the portion of such amounts attributable to Seller’s period of ownership of the Property in 2006 no later than April 30, 2007. If such reconciliation results in there being refunds due and payable to Tenants on account of the pass through of specifically designated expenses incurred during Seller’s period of ownership, Seller will pay to Purchaser the portion of any such documented pass-through of expenses attributable to Seller’s period of ownership of the Property in 2006 promptly upon receipt of a written request therefor from Purchaser, which request shall be delivered to Seller no later than April 30, 2007, and whereupon Purchaser will promptly disburse the appropriate refunds to the Tenants. (d) With respect to operating expense recoveries billed for calendar year 2005 and before, Seller and Purchaser agree that Seller shall be solely responsible for reimbursing Tenants for amounts attributable to operating expense recoveries billed for such calendar years, as may be necessary based on annual reconciliations for operating expense recoveries for such calendar years, and Seller agrees to promptly make such payments to Tenants in accordance with the Leases. (e) Either party shall be entitled to a post-Closing adjustment for any incorrect proration or adjustment provided written notice thereof is given to the other party within one hundred eighty (180) days of Closing, except with respect to taxes and Tenant pass-through expenses, for which written notice must be given no later than June 30, 2007. (f) The provisions of this Section 9.4 will survive the Closing.

Credits and Prorations. (a) The following Subject to the rights and obligations of the parties under the Lease Agreement, all income and expenses of the Property between Seller and Purchaser shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following: (i) rentsall rents under the Lease Agreement, if any, as and when collected any (to the term “rents” as used in this Agreement includes all payments due and payable by tenants extent any rent under the LeasesLease Agreement has accrued but is unpaid at Closing, Seller shall receive a credit from Purchaser for such amount); (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current bill for each such utility; (xx) all amounts payable under Operating Agreements, pursuant to the terms of this Agreement; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (iSection 4.4(a) At hereof, at Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at but only to the extent paid by Seller’s option. (c) At Closing, Seller shall be entitled will assign to receive and retain such refundable cash and deposits. In Purchaser pursuant to the event any security deposits shall have been deposited with Seller Assignment of Contracts, without warranty or recourse, all pending real property tax appeals relating to tax years in a form other than cash (e.g. letter of credit)which Purchaser, Seller shall satisfy its obligations hereunder as tenant under the Lease Agreements, paid all real property taxes with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentProperty. (iid) Any taxes paid at Except as otherwise provided herein, any revenue or prior to expense amount which cannot be ascertained with certainty as of Closing shall be prorated based upon on the amounts actually paid. If taxes basis of the parties' reasonable estimates of such amount, and assessments for shall be the current year have not been paid before subject of a final proration ninety (90) days after Closing, or as soon thereafter as the precise amounts can be ascertained. Purchaser shall promptly notify Seller when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, Purchaser shall prepare, and certify as correct, a final proration statement which shall be charged at Closing an amount equal subject to that portion Seller's approval. Upon Seller's acceptance and approval of any final proration statement submitted by Purchaser, such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed statement shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes conclusively deemed to be accurate and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closingfinal. (iiie) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely Subject to the tenant responsible therefor for final sentence of Section 4.4(d) hereof, the payment provisions of the samethis Section 4.4 shall survive Closing.

Credits and Prorations. (a) The following Subject to the rights and obligations of the parties under the Lease Agreement, all income and expenses of the Property between Seller and Purchaser shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following: (i) rentsall rents under the Lease Agreement, if any, as and when collected any (to the term “rents” as used in this Agreement includes all payments due and payable by tenants extent any rent under the LeasesLease Agreement has accrued but is unpaid at Closing, Seller shall receive a credit from Purchaser for such amount); (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments 5 levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current bill for each such utility; (xx) all amounts payable under Operating Agreements, pursuant to the terms of this Agreement; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (iSection 4.4(a) At hereof, at Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at but only to the extent paid by Seller’s option. (c) At Closing, Seller shall be entitled will assign to receive and retain such refundable cash and deposits. In Purchaser pursuant to the event any security deposits shall have been deposited with Seller Assignment of Contracts, without warranty or recourse, all pending real property tax appeals relating to tax years in a form other than cash (e.g. letter of credit)which Purchaser, Seller shall satisfy its obligations hereunder as tenant under the Lease Agreements, paid all real property taxes with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentProperty. (iid) Any taxes paid at Except as otherwise provided herein, any revenue or prior to expense amount which cannot be ascertained with certainty as of Closing shall be prorated based upon on the amounts actually paid. If taxes basis of the parties' reasonable estimates of such amount, and assessments for shall be the current year have not been paid before subject of a final proration ninety (90) days after Closing, or as soon thereafter as the precise amounts can be ascertained. Purchaser shall promptly notify Seller when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, Purchaser shall prepare, and certify as correct, a final proration statement which shall be charged at Closing an amount equal subject to that portion Seller's approval. Upon Seller's acceptance and approval of any final proration statement submitted by Purchaser, such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed statement shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes conclusively deemed to be accurate and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closingfinal. (iiie) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely Subject to the tenant responsible therefor for final sentence of Section 4.4(d) hereof, the payment provisions of the samethis Section 4.4 shall survive Closing.

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following: (i) rentsall Rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes taxes, sewer rents, street vault charges and assessments, if any, on the Personal Property) and basis of the fiscal year or period for which assessed, except that if the Closing shall occur before the tax rate, sewer rent, street vault charges or assessment is fixed, then the apportionment of taxes, sewer rents, street vault charges or assessments levied against shall be upon the Propertybasis of the tax rate, sewer rent, street vault charge or assessment for the next preceding year applied to the latest assessed valuation available at the time of Closing; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing), subject however to readjustment, as hereinafter provided, or, if unmetered, on the basis of a current xxxx for each such utility. The reading taken subsequent to, and as soon as possible following, the Closing will then be apportioned on a per diem basis from the date of such reading immediately prior thereto and Seller shall either pay the undercharge to Purchaser, or be reimbursed the overcharge by Purchaser based upon a comparison of the readings taken prior and subsequent to the Closing; (iv) all amounts payable under brokerage agreements and Operating Agreements, pursuant to the terms of this Agreement; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the PropertyProperty which Seller has assigned to Purchaser, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(d) hereof; (iii) Charges referred to in Section 4.5(a4.4(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.; (iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (v) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) as a result of any new Leases, or any renewals, amendments or expansions of existing Leases, signed during the Lease Approval Period (as hereinafter defined) and, if required, approved or deemed approved in accordance with Section 5.4 hereof; and (B) all Tenant Inducement Costs and leasing commissions with respect to new Leases, or renewals, amendments or expansions of existing Leases, signed or entered into from and after the date of Closing; and (C) all Tenant Inducement Costs and leasing commissions listed on Exhibit M attached hereto; and (D) building capital costs for the projects listed on Exhibit M for work to be performed during the period from and after the date of Closing. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs, leasing commissions or building capital costs for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. For purposes hereof, the term "Tenant Inducement Costs" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically,

Credits and Prorations. (a) The following Seller shall endeavor to provide Purchaser with a draft of the closing and proration statement referred to in Sections 4.2(l) and 4.3(l) (the "CLOSING STATEMENT") on or before the date that is five (5) business days prior to the Closing Date. If Seller fails to deliver such draft Closing Statement on or before such date, such failure shall not constitute a default by Seller hereunder or otherwise entitle Purchaser to terminate this Agreement. (b) All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of ClosingClosing Date, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases)Rents; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable under Operating Agreements; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (bc) Notwithstanding In addition to and notwithstanding anything contained in the foregoing provisionsSection 4.4(b) hereof: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits actually held by Seller pursuant to Security Deposits provided under the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases, any amounts so supplied being disclosed to Purchaser in writing with a representation by Seller that the tenant who posted such applied Security Deposit is not entitled to a refund of the applied amount), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the PropertyProperty to the extent transferred to Seller on the utility company's records, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquentdelinquent and on or prior to the date that will maximize any discounts or reductions in said taxes and assessments on account of early payment thereof. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(e) hereof; (iii) Charges Non-delinquent charges referred to in Section 4.5(a4.4(b) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall deliver the reimbursement due Seller upon receipt of the same from the tenant(s) who are responsible for payment; (iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (v) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and Commissions (as hereinafter defined) which become due and payable (whether before or after Closing) as a result of any new Leases, or any renewals, amendments or expansions of existing Leases, signed during the Lease Approval Period (as hereinafter defined) or as a result of any options exercised by tenants during the Lease Approval Period, including, without limitation, the Commissions and Tenant Inducement Costs set forth on SCHEDULE 2, attached hereto and made a part hereof and any Commissions or Tenant Inducement Costs (up to a maximum of $35.00 per rentable square foot) payable in connection with M&M Extension Lease (as defined in Section 4.6(f)) and, if required, approved or deemed approved in accordance with Section 5.6 hereof; and (B) all Tenant Inducement Costs and Commissions as a result of new leases, or renewals, amendments or expansions of existing Leases, signed or entered into from and after the Closing Date or as a result of any options exercised by tenants after the Closing Date. If, as of the Closing Date, Seller shall have paid any Tenant Inducement Costs or Commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. As used herein (a) "COMMISSIONS" shall mean all brokerage commissions, finder's fees or other similar compensation due or payable in connection with the applicable lease and (b) "TENANT INDUCEMENT COSTS" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term "Tenant Inducement Costs" shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the Closing Date and that Purchaser shall bear such loss from and after the Closing Date. For purposes hereof, the term "LEASE APPROVAL PERIOD" shall mean the period from the Effective Date until the Closing Date;

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of ClosingClosing Date, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include, without limitation, the following: (i) rents, if any, as real estate taxes and when collected assessments (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iiiii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current bill for each such utility; and (viii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding In addition to and notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At General real estate taxes, special assessments and personal property taxes shall be prorated as of the Closing Date on an accrual basis, and Purchaser shall receive a credit at Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and depositsappropriate. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit)that the final, Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions full year tax bills attributable to the issuer year preceding Closing or the year of the Closing are not available, as the case may be, taxes shall be prorated based on the most recent full year tax bills that are available. In such deposits event, the party receiving the full year tax bills that are attributable to transfer the same to Purchaseryear preceding Closing or the year of the Closing, as the case may be, shall notify the other promptly upon receipt thereof, and appropriate instruments of transfer or assignment.the parties shall reprorate real estate taxes based on such bills within thirty (30) days after such notice; and (ii) Any taxes paid at or prior As to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges utility charges referred to in Section 4.5(a4.4(a)(ii) hereof which are payable by any tenant hereof, Seller may on notice to a third party Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Xxxxxx’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement. (c) For a period of three (3) years after the Closing, Purchaser shall accept title subject allow Seller and its agents and representatives access without charge to all files, records and documents delivered to Purchaser at the Closing, upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such files, records and documents, which right shall survive the Closing. (d) Except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the parties’ reasonable estimates of such charges unpaid amount, and Purchaser shall look solely be the subject of a final proration thirty (30) days after Closing, or as soon thereafter as the precise amounts can be ascertained; but except as otherwise provided in Section 4.4(b)(i) above, in no event shall any reproration under this Agreement occur more than one hundred eighty (180) days after the Closing. Each party shall promptly notify the other party when it becomes aware that any such estimated amount has been ascertained. (e) Subject to Sections 4.4(c) and 4.4(d) hereof, the tenant responsible therefor for the payment provisions of the samethis Section 4.4 shall survive Closing.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of ClosingClosing (based on the periods to which they relate and are applicable, and regardless of when payable), as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller under the Leases in the amounts set forth on Exhibit C-2 attached hereto and under any new Leases entered into after the Effective Date, except to the extent such security deposits have been applied pursuant to the Leases Section 5.4(g) hereof or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are have not been applied against delinquent rents or otherwise as provided in the LeasesLease), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the PropertyProperty to the extent such deposits are assignable and assigned to Purchaser at Closing, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. of a letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment at Closing such original letter of credit and executing and delivering at Closing such other instruments as the issuer of such security deposit letter of credit shall reasonably require in order to cause the named beneficiary under such letter of credit to be changed to Purchaser with (or, if such instruments are not then available, written instructions to the issuer in the form prescribed by such issuer to change the beneficiary thereunder). Purchaser shall receive a credit at Closing equal to all transfer fees required to be paid in connection with the transfer of such deposits any letters of credit to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentPurchaser as provided in this Section 4.5(b)(i). (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current fiscal year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.5(a)(iv) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date herein above fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing.

Credits and Prorations. (a) The All income and expenses of the Property, including the following shall be apportioned with respect to the Property as of 12:01 a.m.11:59 p.m., on the day of immediately preceding Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) ad valorem taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under such of the Operating AgreementsAgreements which Purchaser elects to assume; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits , last months rents and prepaid rents actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits deposits, last months rents and prepaid rents (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases; provided that Seller shall not modify its present policy and practice with respect to the application of security deposits to delinquencies), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the PropertyProperty which are transferred to the benefit of Purchaser, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any ad valorem taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If ad valorem taxes and related assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and related assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at ClosingClosing by more than Five Hundred and 00/100 Dollars ($500.00), the parties shall make all necessary adjustments by appropriate payments between themselves following ClosingClosing and within twenty (20) days after the actual amount is known. (iii) Charges referred to in Section 4.5(a4.4(a) hereof above which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller only if the lease expressly so provides or such payment is consistent with prior practice, and reimbursement from tenant is not past due. (iv) As to gas, electricity and other utility charges referred to in Section 4.4(a)(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing or if prorated based on an estimate, the parties shall adjust within twenty (20) days after the actual amount is known. (v) The Personal Property is included in this sale, without further charge, except that Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the Personal Property and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (vi) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined), leasing commissions or other expenses, including legal fees, incurred by Seller pursuant to a renewal, an expansion or a new lease, which become due and payable (whether before or after Closing) (1) as a result of any renewals or expansions of existing Leases, approved or deemed approved in accordance with Section 5.4 hereof, between the Effective Date and the date of Closing, and (2) under any new Leases, approved or deemed approved in accordance with Section 5.4 hereof, entered into between the Effective Date and the date of Closing, and (B) all Tenant Inducement Costs and leasing commissions which become due and payable from and after the date of Closing. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. For purposes hereof, the term "Tenant Inducement Costs" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term "Tenant Inducement Costs" shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the date of Closing.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser Operating Partnership were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases, other than payments under the Tenant Improvement Loans (as hereinafter defined)); (ii) general real estate taxes (including personal property taxes on the Personal Property) and assessments levied against the PropertyProperty for the years 1997 and 1998; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is Contributors are liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; (v) any accrued and unpaid interest under the Tenant Improvement Loans; and (vvi) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller Contributors shall, at Seller’s Contributors' option, either deliver to Purchaser Operating Partnership any security deposits actually held by Seller Contributors pursuant to the Leases or credit to the account of Purchaser Operating Partnership the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser Operating Partnership shall credit to the account of Seller Contributors all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s Contributors' option, Seller Contributors shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any General real estate taxes paid at or prior to Closing for the year 1997, payable in 1998, and for the year 1998, payable in 1999, shall be prorated at Closing based upon the amounts actually paidamount of such taxes reasonably estimated by Contributor for purposes of tenants' monthly tax payments under the Leases. If taxes and assessments Operating Partnership shall be responsible for the current year have not been paid before Closingpayment of all such taxes. Upon issuance of the actual tax bills, Seller taxes shall be charged at Closing an amount equal reprorated as follows: (y) in the event the actual taxes are higher than the estimate therefor, Operating Partnership shall look solely to that the tenants under the Leases for their share of such excess and Contributors shall pay to the Operating Partnership the portion of such taxes excess which is not payable by tenants under the Leases, and assessments which relates to (z) in the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that event the actual taxes and assessments for are less than the current year differ from the amount apportioned at Closingestimate therefor, the parties Operating Partnership shall make all necessary adjustments by appropriate payments between themselves following Closingrefund to tenants the portion of such excess payable to the tenants and shall pay to Contributors their portion of the balance. (iii) Charges As to gas, electricity and other utility charges referred to in Section 4.5(a5.5(a)(iv) hereof which are payable by any tenant above, Contributors may on notice to a third party Cornerstone elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Contributors so elect, such item shall not be apportioned hereunder, and Purchaser Contributor's obligation to pay such item directly in such case shall accept title subject to any of such charges unpaid and Purchaser survive the Closing. (iv) Operating Partnership shall look solely to the tenant be responsible therefor for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) as a result of (1) the same.leases, renewals or expansions described on Exhibit H-1 hereto, (2) any renewals or expansions of existing Leases in accordance with the terms of such Leases occurring after the Effective Date, and (3) any new Leases entered into after the Effective Date which are approved or deemed approved by Cornerstone pursuant to Section 6.6(c) hereof. The Tenant Inducement Costs and leasing commissions payable by the Operating Partnership with respect to the leases, renewals or expansions described on Exhibit H-1, as estimated as of the Effective Date, are listed on said Exhibit H-1. If, as of the date of Closing, a Contributor shall have paid any Tenant Inducement Costs or leasing commissions for which Operating Partnership is responsible pursuant to the foregoing provisions, Operating Partnership shall reimburse such Contributor therefor at Closing. Contributors shall be responsible for the payment of all Tenant Inducement Costs and leasing commissions under the Leases listed on

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of ClosingClosing Date, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases)Rent; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable by Seller under the Operating Agreements; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding In addition to and notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser the Security Deposits (and assign its interest in any security deposits actually letters of credit held by Seller pursuant to the Leases as Security Deposits) or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are Security Deposits, provided that Seller shall not applied apply Security Deposits against delinquent rents Rents or otherwise as provided in the Leases)otherwise, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the PropertyProperty to the extent transferred to Seller on the utility company’s records, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquentdelinquent and on or prior to the date that will maximize any discounts or reductions in said taxes and assessments on account of early payment thereof. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(e) hereof; (iii) Charges Non-delinquent charges referred to in Section 4.5(a4.4(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall deliver the reimbursement due Seller upon receipt of the same from the tenant(s) who are responsible for payment; (iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller shall pay such item directly on or before the Closing Date; (v) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and Commissions (as hereinafter defined) which become due and payable (whether before or after Closing) as a result of any new Leases, or any renewals, amendments or expansions of existing Leases, signed during the Lease Approval Period (as hereinafter defined) or as a result of any options exercised by tenants during the Lease Approval Period and, if required, approved or deemed approved in accordance with Section 5.5 hereof; (B) all Tenant Inducement Costs and Commissions as a result of new leases, or renewals, amendments or expansions of existing Leases, signed or entered into from and after the Closing Date or as a result of any options exercised by tenants after the Closing Date and (C) all Tenant Inducement Costs and Commissions listed on Exhibit P attached hereto. If, as of the Closing Date, Seller shall have paid any Tenant Inducement Costs or Commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. As used herein (a) ”Commissions” shall mean all brokerage commissions, finder’s fees or other similar compensation due or payable in connection with the applicable lease and (b) term “Tenant Inducement Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term “Tenant Inducement Costs” shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the Closing Date and that Purchaser shall bear such loss from and after the Closing Date. For purposes hereof, the term “Lease Approval Period” shall mean the period from the Effective Date until the Closing Date;

Credits and Prorations. (a) The following All income and expenses in connection with the operation of each of the Properties shall be apportioned with respect to the Property apportioned, as of 12:01 a.m., a.m. (local time at the Property) on the day of ClosingClosing Date, as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day upon which preceding the Closing occursDate and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter. Such prorated items shall include, without limitation, the following: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants Tenants under the Leases); uncollected rent and other income shall not be prorated; and any prepaid rents for the period following the Closing Date shall be paid over by Seller to Purchaser; (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating AgreementsAgreements assumed by Purchaser; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller Seller in the area in which the Property is located. In the event that final bills are not available or cannot be issued prior to Closing for any item being prorated under this Section 4.4, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or shall credit to the account of Purchaser the amount of such any security deposits shown in the Leases as having been paid (to the extent such security deposits are have not been applied against delinquent rents or otherwise as provided in the Leases), and if any security deposits are held in the form of letters of credit, Seller shall deliver the original letter of credit to Purchaser with appropriate documents executed by Seller transferring the letter of credit to Purchaser, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (iv) As to in Section 4.5(a) hereof which are payable by any tenant gas, electricity and other utility charges, Seller may, on notice to a third party Purchaser, elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Purchaser Seller’s obligation to pay such item directly in such case shall accept title subject to any of such charges unpaid and Purchaser shall look solely to survive the tenant responsible therefor for the payment of the sameClosing.

Credits and Prorations. (a) The With respect to the Property, Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the date of Closing and shall be responsible for all expenses allocable to that period; and Purchaser shall be entitled to all income and (solely with regard to Service Contracts or other obligations accepted and expressly assumed by Purchaser at Closing) responsible for all expenses allocable to the period beginning at 12:01 A.M. on the date of Closing. At the Closing, all items of income and expense with respect to the Property listed below shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereafter, it being agreed that the following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (ii) Purchaser shall receive a credit in the amount of $429,956.30, said amount representing the unpaid construction payment due to TSA Stores, Inc. pursuant to Lease Between Trinity Place Holdings, Inc. and TSA Stores, Inc. dated December 17, 2012, Exhibit C, Section 6 as described on Exhibit A-3. The amount of the credit is subject to reduction in the event additional payments are made to TSA Stores, Inc. prior to Closing, evidence of said payments to be furnished on or before closing. (iii) payments under the Operating Agreementsapproved Service Contracts (if any); (iv) gas, electricity and other utility charges (including but not limited to fuel oil, water rates or sewer rents) for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is locatedlocated (including, but not limited to, rents, security deposits and other revenues derived from the Leases, if, as and when collected); without limiting the generality of the foregoing, Seller shall pay (or Purchaser shall, at Closing, receive a credit for) the leasing commission due RIPCO in connection with the lease identified as item 1 on Exhibit A-3. (vi) any unpaid pre-closing lease payments due to the respective landlords pursuant to the Regard Ground Lease and/or the Leone Ground Lease. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not properly applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits the Seller posted with utility companies serving the Property, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any At Closing, Seller will execute and deliver such transfer documents as may be required to assign to Purchaser all security deposits shall have been deposited with Seller in a form evidenced by letters of credit or other than non-cash (e.g. letter of credit)instruments. Unless paid by the applicable tenant, Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to will provide Purchaser with written instructions a credit for any transfer fees charged by the issuing institutions; if Seller provides Purchaser with a credit and the fee is otherwise payable by the tenant, Purchaser agrees to the issuer of request payment from tenant and, if paid, to turnover such deposits payment to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentSeller. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year or any prior year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing; this provision shall survive Closing. (iii) Charges Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (iv) As to gas, electricity and other utility charges referred to in Section 4.5(a) hereof which are payable by any tenant above, Seller shall pay one or more of all of said items accrued to a third party the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing. (c) All prorations and adjustments described in this Section 4.4 shall be effected by increasing or decreasing, as appropriate, the amount of cash to be paid by Purchaser to Seller at Closing and shall accept title subject to any be evidenced by written closing statement signed by Seller and Purchaser. The provisions of such charges unpaid and Purchaser this Section 4.4 shall look solely to the tenant responsible therefor survive Closing for the payment of the same180 days.

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., a.m. on the day of Closing, the Closing as if Purchaser were vested with title to the Property during the entire day upon which the Closing occurs. Such prorated items shall include without limitation the following: (i) rentsall Rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior to the Closing (dated not more than fifteen (15) days prior to the Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable under brokerage agreements and Operating Agreements, pursuant to the terms of this Agreement; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At the Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser Seller shall credit be entitled to the account of Seller receive and retain all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior to the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of the Closing have not been paid before the Closing, Seller shall be charged at the Closing an amount equal to that portion of such taxes and assessments which relates to the period before the Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at the Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following the Closing., subject to the provisions of Section 4.4(d) hereof; (iii) Charges referred to in Section 4.5(a4.4(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of the Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller; (iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (v) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after the Closing) as a result of any new Leases, or any renewals, extensions, amendments or expansions of existing Leases, which are signed during the Lease Approval Period (as hereinafter defined) and which are approved or deemed approved in accordance with Section 5.4 hereof or do not require Purchaser's approval under Section 5.4 hereof; (B) all Tenant Inducement Costs and leasing commissions with respect to new Leases, or renewals, extensions, amendments or expansions of existing Leases, signed or entered into from and after the date of the Closing; and (C) all Tenant Inducement Costs and leasing commissions listed on Exhibit N attached hereto. If, as of the date of the Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at the Closing. For purposes hereof, the term "Tenant Inducement Costs" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term "Tenant Inducement Costs" shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the date of the Closing and that Purchaser shall bear such loss from and after the date of the Closing. For purposes hereof, the term "Lease Approval Period" shall mean the period from the Effective Date until the date of the Closing;

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following: (i) rentsall Rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable under brokerage agreements and Operating Agreements, pursuant to the terms of this Agreement; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(d) hereof; (iii) Charges referred to in Section 4.5(a4.4(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller; (iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (v) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) as a result of any new Leases, or any renewals, amendments or expansions of existing Leases, signed during the Lease Approval Period (as hereinafter defined) and, if required, approved or deemed approved in accordance with Section 5.4 hereof; and (B) all Tenant Inducement Costs and leasing commissions with respect to new Leases, or renewals, amendments or expansions of existing Leases, signed or entered into from and after the date of Closing; and (C) all Tenant Inducement Costs and leasing commissions listed on Exhibit M attached hereto. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. For purposes hereof, the term "Tenant Inducement Costs" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term "Tenant Inducement Costs" shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the date of Closing. For purposes hereof, the term "Lease Approval Period" shall mean the period from the date hereof until the date of Closing;

Credits and Prorations. (a) 4.4.1 The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rentsrents and other income from the Property, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the LeasesLeases whether or not designated as rent); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property, provided, however, that if any assessments are paid in installments, then only the installments for the period that includes the Closing Dates shall be prorated, and installments for any period after the Closing shall be the obligation of Purchaser pursuant to its indirect ownership of Riverside LLC; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to ClosingClosing and the most recent bills for such utility charges; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller of office buildings in the area in which the Property is located. (b) 4.4.2 Notwithstanding anything contained in the foregoing provisionsSection 4.4.1 hereof: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually under any Leases held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Riverside LLC (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases)) shall not be prorated at Closing and remain in the possession and control of Riverside LLC after Closing or shall be delivered to Purchaser, and (B) Purchaser shall credit to the account of Seller at Closing all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any property taxes and assessments paid at or prior to Closing shall be prorated as follows: (i) property taxes and assessments on the Property assessed for the 2005 calendar year, all of which are payable in the 2006 calendar year, shall be prorated as of Closing based upon the amounts actually paid. If paid or payable by Riverside LLC in 2006; and (ii) property taxes and assessments on the Property assessed for the current year have not been paid before Closing2006 calendar year, Seller shall all of which are payable in the 2007 calendar year, will be charged at Closing an amount equal to that portion the responsibility of Purchaser and such taxes and assessments shall not be prorated at Closing. Seller shall not be responsible for any increase in the assessed value of the Property after Closing, such increased valuation and resulting increase in the taxes actually due being the sole responsibility of Purchaser. Any income tax refunds that are received by the Trust or Riverside LLC, and any amounts credited against income tax to which relates the Trust, or Riverside LLC become entitled, that relate to income tax periods or portions thereof ending on or before the period before date of the Closing shall be for the account of Seller, and Purchaser shall pay the taxes and assessments prior over to their becoming delinquent. Any Seller any such apportionment made with respect to a tax year for which the tax rate refund or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closingof any such credit within 15 days after receipt or entitlement thereto. (iii) Charges referred to in this Section 4.5(a) hereof 4.4 which are payable by any tenant Tenant to a third party party, if any, shall not be apportioned hereunder, and Purchaser shall accept title subject to the Shares notwithstanding that the Trust or its subsidiaries have liability for any of such unpaid charges unpaid and Purchaser and its subsidiaries shall look solely to the tenant Tenant responsible therefor therefore for the payment of the same. If Seller or the Trust or its subsidiaries shall have paid any of such charges on behalf of any Tenant, and shall not have been reimbursed therefore by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. Seller shall retain all amounts received prior to Closing from any Tenant with respect to property taxes and assessments, but Seller shall credit to Purchaser at Closing an amount equal to any such payments which are attributable to the period from and after Closing consistent with the method set forth in Section 4.4.2(ii). (iv) Seller shall receive the entire advantage of any discounts for the prepayment of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.4.1(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing. (vi) The Personal Property is included in this sale, without further charge. Seller shall pay any and all sales or similar taxes payable in connection with the Personal Property and Seller shall execute and deliver any tax returns required of it in connection therewith, said obligations of Seller to survive Closing. (vii) Unpaid and delinquent rent as of the Closing shall not be prorated, but if and when collected by Seller or Purchaser (or Riverside LLC) after Closing shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if Purchaser or the Trust or its subsidiaries collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller or the Trust or its subsidiaries is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that (y) all rent received by any party within the first thirty (30) day period after the date of Closing shall be applied first to delinquent rents owed with respect to pre-Closing periods, then to rents due in the month of Closing, and then to delinquent rents owed with respect to post-Closing periods, and (z) all rent received by any party after the first thirty (30) day period after the date of Closing shall be applied first to current rentals, then to delinquent rents owed with respect to post-Closing periods and then to delinquent rents owed with respect to pre-Closing periods, in inverse order of maturity. Purchaser will use commercially reasonable efforts after Closing to collect (or cause to be collected) all rents as promptly as practicable in the usual course of the operation of the Property, provided that Purchaser shall have no obligation to file suit or expend any material sums to collect any delinquent rents owed with respect pre-Closing Periods. Purchaser (or Riverside LLC) shall hold all landlord’s liens, if any, in their entirety to enforce the payment of any delinquent rentals and Seller shall be deemed to have transferred all of its right title and interest in such landlord’s liens, if any. (viii) At Seller’s option: (x) all cash in bank accounts or on hand owned by either the Trust, Property Manager or Riverside LLC; (y) all insurance refunds relating to insurance concerning the Property (which insurance shall not be continued by Seller beyond Closing, except as provided in Article 8 hereof) and (z) all other prepaid items which are capable of being refunded (whether prior to, upon or after Closing) on cancellation of an Operating Agreement shall be either: (a) distributed to Seller immediately prior to the Closing and shall be excluded from the sale contemplated by this Agreement or (b) credited to Seller at Closing, except as provided above with respect to any tenant security made by a tenant under the Leases. (ix) An amount equal to (i) certain obligations of Riverside LLC to pay for tenant improvements in connection with the Leases, and (ii) certain leasing commissions in connection with the Leases, as more particularly set forth on Schedule 4.4.2(ix) attached hereto, shall be credited to Purchaser at Closing. Purchaser may escrow such funds for the purposes of paying for the obligations under the Leases, including using such funds to apply against rent as specified in the Leases. Seller and Purchaser agree to update Schedule 4.4.2(ix) at Closing. (x) An amount equal to $5,555,457 shall be credited to Purchaser in lieu of Seller entering into a Master Lease with respect to the Property. (xi) An amount equal to the free rent under the Leases, as more particularly set forth on Schedule 4.4.2(xi), shall be credited to Purchaser at Closing. Such amount shall be adjusted depending upon the Closing Date in the manner set forth on Schedule 4.4.2(xi). 4.4.3 Seller shall use reasonable efforts to provide Purchaser an initial draft of the Closing Statement at least five (5) Business Days prior to Closing, which, once agreed to, shall be the “Closing Statement.” 4.4.4 The provisions of this Section 4.4 shall survive Closing.

Credits and Prorations. (a) The following shall be apportioned by the Escrow Agent with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when rents which have been collected in respect of the month in which Closing occurs (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) rent under the Ground Lease; (iii) taxes (including personal property taxes on the Personal Property) and current installments of special assessments levied against the Property; (iiiiv) payments income and expenses under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other income or operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located, including, without limitation, any prepaid rent, deposit and concession income. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver the Escrow Agent shall credit the account of Purchaser with an amount equal to Purchaser any security deposits actually held by indicated as having been paid to Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are have not been refunded or applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment of taxes made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes fixed and assessments for the current year differ from the amount apportioned at Closing, the parties there shall make all necessary adjustments by appropriate payments between themselves following Closing.be no post-closing adjustment; (iii) Charges referred Seller shall cause final water, sewer, gas, electric and all other utility meter readings to be made as of the day of Closing or as close thereto as reasonably possible, and shall cooperate so as to cause the utilities to be transferred to Purchaser without interruption of service. Seller shall pay the final bills rendered by each such utility. Purchaser shall make application to and post any deposits required by the utility companies. The Escrow Agent shall have no responsibility for the proration of any such utility charges. Seller's obligation to pay any final utility bill shall survive the Closing; (iv) The Personal Xxxxerty is included in Section 4.5(a) hereof which are this sale, without further charge, except that Purchaser shall pay the amount of any and all sales or similar taxes payable by any tenant to a third party shall not be apportioned hereunder, in connection with the Personal Property and Purchaser shall accept title subject execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.survive Closing; and

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iiiii) payments under the those Operating AgreementsAgreements that are assigned to Purchaser; (iviii) gas, electricity and other utility charges for which Seller is liable, if any, such charges to shall be apportioned at Closing on the basis of the most recent meter reading occurring prior to ClosingClosing (provided that Seller shall use reasonable efforts to cause all such meters to be read on the day immediately preceding the Closing Date); and (viv) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the PropertyProperty and which are assigned to Purchaser, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.35311418v.9 (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges As to gas, electricity and other utility charges referred to in Section 4.5(a4.5(a)(iii) hereof which are payable by any tenant hereof, Seller may on notice to a third party Purchaser elect to pay one or more of all of said items accrued to the date herein above fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing. (iv) Purchaser shall accept title subject pay to Seller the amount of any of such charges unpaid and all sales or similar taxes payable in connection with the Personal Property and Purchaser shall look solely execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (c) In the tenant responsible therefor for event that a post-closing true‑up is necessary, Purchaser shall work diligently with Seller to finalize the payment prorations as soon as possible, but in no event later than ninety (90) days after the close of the samecalendar year.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all . All refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Property shall belong to Seller and Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentdirectly from the applicable utility companies. (ii) Any taxes ad valorem real estate taxes, charges and assessments paid at or prior to Closing shall be prorated based upon and apportioned between Seller and Purchaser at Closing on a per diem, and on the amounts actually paidbasis of the fiscal year of the authority or other person levying the same. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a4.4(a) hereof above which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall remit to Seller all such charges so paid by Seller upon Purchaser's receipt thereof from the applicable tenant(s). (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. Purchaser shall not be responsible for any penalties or interest which accrue on delinquent taxes or such rents. (v) As to gas, electricity and other utility charges referred to in Section 4.4(a)(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing. (vi) The Personal Property is included in this sale, without further charge. Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the Personal Property and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (vii) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) (1) as a result of any renewals or expansions of existing Leases, approved or deemed approved in accordance with Section 5.4 hereof, between the Effective Date and the date of Closing, and (2) under any new Leases, approved or deemed approved in accordance with Section 5.4 hereof, entered into between the Effective Date and the date of Closing, and (B) all Tenant Inducement Costs and leasing commissions which become due and payable from and after the date of Closing. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. For purposes hereof, the term "Tenant Inducement Costs" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term "Tenant Inducement Costs" shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the date of Closing.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating AgreementsAgreements that are assigned; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid Seller shall pay, at or prior to the Closing, all unpaid taxes and assessments for the 2010 calendar year and any prior years. All taxes and assessments for the calendar year in which the Closing occurs shall be prorated based upon the amounts actually paidat Closing. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.5(a)(iv) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date herein above fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing. (vi) Seller shall pay any and all sales or similar taxes payable in connection with the transfer of the Personal Property and Seller shall execute and deliver any tax returns required of it in connection therewith, said obligations of Seller to survive Closing. Seller and Purchaser acknowledge that the value of any Personal Property included in the sale pursuant to this Agreement is nominal. (vii) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the PropertyProperty which are not then due and payable ("Taxes"), other than Taxes which are payable directly to the taxing authority by tenants under their respective Leases; (iii) payments under the Operating AgreementsAgreements and the Service Contracts; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (but not more than 60 days prior to Closing); and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the LeasesLeases and noted on Exhibit B, provided however that said security deposits shall not be applied against delinquent rents relating to the month in which the Closing occurs unless the subject Tenant has vacated its premises (Seller shall provide Purchaser with notice of its intent to apply any security deposits against any delinquent rents), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes Taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments Taxes for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments Taxes which relates to the period before Closing and Purchaser shall pay the taxes and assessments Taxes prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments Taxes for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a4.4(a) hereof above which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid unpaid, and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. (iv) As to gas, electricity and other utility charges referred to in Section 4.4(a)(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing. (v) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) (1) as a result of any renewals or expansions of existing Leases, which are approved or deemed approved in accordance with Section 5.4 hereof, between the Effective Date and the date of Closing, and (2) under any new Leases, approved or deemed approved in accordance with Section 5.4 hereof, entered into between the Effective Date and the date of Closing, (B) all Tenant Inducement Costs which become due and payable from and after the date of Closing pursuant to the Leases and any new Lease(s) entered into after the Effective Date, which are approved or deemed approved pursuant to Section 5.4(d) and (C) leasing commissions which become due and payable from and after the date of Closing but only to the extent payable pursuant to commission agreements referenced on Exhibit G (except as expressly provided in Section 5.4(d). If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. For purposes hereof, the term "Tenant Inducement Costs" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design and refurbishment allowances. The term "Tenant Inducement Costs" shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the date of Closing. Nothwithstanding the foregoing, Seller shall be responsible for all Tenant Inducement Costs which become due and payable until the date of Closing pursuant to the express terms and provisions of any Leases in existence as of the Effective Date except that Purchaser shall reimburse Seller for the tenant improvement allowance provided to Twinstown in the amount of $45,000.

Credits and Prorations. (a) The following All income and expenses in connection with the operation of the Property shall be apportioned with respect to the Property as of 12:01 a.m.11:59 p.m., on the day of Closingdate prior to the Closing Date, as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day upon which preceding the Closing occursDate and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter. Items (l)-(5) below will be prorated at Closing utilizing the information known at that time. A post-closing “true-up” shall take place within ninety (90) days of the Closing Date to adjust the prorations of said items (1), (3), (4) and (5), if necessary, and within a reasonable time to adjust the proration of said item (2), if necessary. Such prorated items shall include, without limitation, the following: (i1) rents, if any, as and when rents based on the amount collected for the current month (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the LeasesLeases other than refundable deposits, application fees, late charges and termination payments (of which deposits shall be treated as set forth in Section 4.4(b)(l), but such other amounts shall be retained by Seller); (ii2) ad valorem taxes (including personal property taxes on the Tangible Personal Property) and assessments levied against the Property, which shall be prorated as set forth in Section 4.4(b)(2) hereof; (iii3) payments under the Operating AgreementsDesignated Service Contracts. To the extent any rebate, concession or commission payable to Seller under any Designated Service Contract has accrued before Closing but has not been paid to Seller, Seller shall receive a credit for such accrued amounts at Closing; (iv4) to the extent the same have not been settled as of the Closing Date, (which Seller shall use reasonable efforts to so settle) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v5) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i1) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security unforfeited tenant deposits actually held by Seller pursuant to shown on the Leases Rent Roll or credit to the account of Purchaser the amount of such security unforfeited deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases)and any interest thereon, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Sellereither party’s option, Purchaser shall contract directly with the utility companies and Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with ; provided that Purchaser and Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions will cooperate so that utility service to the issuer Property is not interrupted. For the purposes of such this Section 4.4(b)(l) the term “unforfeited deposits” means any refundable deposits to transfer the same to Purchaserwhich are held by Seller and which Seller has not applied, and appropriate instruments of transfer is not entitled to apply, against delinquent rents, property damage or assignmentotherwise. (ii2) Any ad valorem taxes paid at or due and payable prior to Closing shall be prorated based upon the amounts actually paidfully paid and discharged at or prior to Closing. If Ad valorem taxes and assessments for the current tax year in which the Closing occurs shall be prorated as of the Closing Date. Notwithstanding the foregoing, if all taxes and assessments for the tax year in which the Closing occurs have not been be paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates relate to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current tax year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following ClosingClosing upon the availability of the final tax bills, but such adjustments must be made within ninety (90) days of written notice of the final tax bills by the party who last receives such written notice. (iii3) Charges Gas, electricity and other utility charges referred to in Section 4.5(a4.4(a)(4) hereof above which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same, If Seller shall have paid any of such charges on behalf of any tenant, shall not have been reimbursed therefor by the time of Closing and is entitled to be reimbursed for any such payment pursuant to the relevant Lease, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. (4) As to gas, electricity and other utility charges referred to in Section 4.4(a)(4) above, Seller shall use good faith to pay all of such items accrued to the Closing Date directly to the person or entity entitled thereto, and to the extent Seller’s efforts are effective and the utility company agrees to look solely to Seller for payment of such item accrued to the Closing Date, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item with respect to the period prior to Closing directly in such case shall survive the Closing. (5) The Tangible Personal Property is included in this sale, without further charge, and Seller shall pay to the applicable taxing authority the amount of any sales tax or other taxes payable in connection with the Tangible Personal Property, if any, and Seller shall execute and deliver any tax returns required of it in connection therewith, said obligations of Seller to survive closing. (6) If the Closing occurs hereunder, Purchaser shall assume and be responsible for, and shall indemnify Seller against any claims for, the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions (other than leasing commissions payable to Seller) which become due and payable (whether before, on or after Closing) as a result of any renewals or expansion of existing leases and as a result of any new leases, approved or deemed approved in accordance with Section 5.4(b) hereof, and (B) all Tenant Inducement Costs which become due and payable after Closing. If Seller shall have paid prior to Closing any Tenant Inducement Costs or leasing commissions described in this subsection 6(A) above, then Purchaser shall credit to Seller at Closing an amount equal to all such Tenant Inducement Costs or leasing commissions paid by Seller. The term “Tenant Inducement Costs” shall mean payments required under a Lease to be paid by the landlord thereunder which is in the nature of a tenant improvement, including, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment, finish air conditioning system allowance, club membership and other allowances.

Credits and Prorations. (a) The following shall items will be apportioned prorated with respect to the Property as of 12:01 a.m., Dallas, Texas, time, on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes all including payments due and payable by tenants under the LeasesLeases and by licensees and concessionaires, if any); (ii) taxes (including personal property taxes on the Personal Property); (iii) and any assessments levied against to the extent specified in Section 2.5(c) hereof; (iv) payments under the Operating Agreements or other agreements affecting the Property; (iii) payments under the Operating Agreements; (ivv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (vvi) any other operating expenses or other items pertaining to of the Property which are customarily prorated between a purchaser and a seller in incurred during the area month in which the Property is locatedClosing occurs. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) the Earnest Money and interest thereon will be delivxxxx xx the Title Company to Seller shalland the amount of the Earnest Money together with the interest thereox xxxx be credited against the Purchase Price, at Seller’s option, either deliver (B) Seller shall credit to the account of the Purchaser any the amount of all security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are have not been applied against delinquent rents or otherwise as provided in the Leasesrents), and (BC) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, Property and transferred or assigned at Seller’s option, Closing by Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes for the year of closing paid at or prior to Closing shall will be prorated based upon the amounts actually paid. If Seller shall pay all delinquent taxes, and if the amount of taxes and assessments for the current year have of Closing is not been paid before Closing, Seller shall be charged known at Closing an amount equal to that portion the time of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closingproration will be based on the prior year's tax rate, with a subsequent adjustment. (iii) Charges referred to in Section 4.5(a4.4(a) hereof above (other than those referred to in Section 4.4(a)(i)) which are payable by any tenant to a third party shall will not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents which were paid by Seller on or before the Closing. (v) As to gas, electricity and other utility charges referred to in Section 4.4(a)(v) above, Seller may on notice to Purchaser elect to pay one or more or all of said items accrued to the date herein above fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item will not be apportioned hereunder, and will be directly paid by Seller at the Closing. (vi) The Personal Property is included in this sale, without further charge, except that (A) Purchaser agrees to purchase from Seller, at Seller's cost, and pay for at Closing, any supplies which are in unopened containers on the Property at the time of Closing, the amount of such supplies and the cost thereof to be determined as of the day before the date of closing by a certificate of an agent or representative of Seller, and (B) Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the Personal Property which is to be transferred to Purchaser under this Agreement and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (vii) Purchaser shall be responsible for the payment of (A) all leasing commissions which become due and payable (whether before or after Closing) (1) as a result of any renewals of existing Leases which occur between the Effective Date and the date of Closing, and (2) under any new Leases entered into between the Effective Date and the date of Closing which have been approved (or deemed approved) by Purchaser; and (B) all leasing commissions which become due and payable from and after the date of Closing. If, as of the date of Closing, Seller shall have paid any leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at closing. (viii) If Seller has committed to give any future monetary concessions to tenants under existing Leases to which Purchaser would become liable, then Seller shall pay to Purchaser said amount in a lump sum at Closing.

Credits and Prorations. (a) The following All income and expenses of the Properties shall be apportioned with respect to the Property as of 12:01 a.m., a.m. on the day of Closing, Closing as if Purchaser Buyer were vested with title to the Property Properties during the entire day upon which Closing occurs. Such prorations, if and to the extent known and agreed upon as of the Closing, shall be paid by Buyer to Seller (if the prorations result in a net credit to the Seller) or by Seller to Buyer (if the prorations result in a net credit to the Buyer) by increasing or reducing the cash to be paid by Buyer at the Closing. Any such prorations not determined as of the Closing shall be paid by Buyer to Seller, or by Seller to Buyer, as the case may be, in cash as soon as practicable following the Closing. Such prorated items include without limitation the following: (i) rentsall Rents and any other income with respect to the Properties received by the Closing, if any, as ; taxes and when collected (assessments levied against the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases)Properties; (ii) taxes (including personal property taxes on any improvement assessment liens or other similar assessments which encumber the Personal Property) and Properties, and, with respect to assessments levied against attributable to the Propertytime periods after Closing, Seller shall have no obligation to pay all or any portion of the principal amount of any such assessments, except to the extent required under the terms of such assessments to be paid prior to Closing; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing; and) or, if unmetered, on the basis of a current bill for each such utility; (iv) all amounts payable with respect to Operating Agreements (except as provided in Section 3.0(x) above) and all Leasing Commissions and Tenant Inducement Costs as provided in Section 4.5(b)(v) below; (v) all rents and other amounts payable under the Ground Lease(s) and the Parking Lease; (vi) any other operating expenses or other items pertaining to the Property Properties which are customarily prorated between a purchaser buyer and a seller in the area County in which the Property is Properties are located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.5(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Buyer the amount of such Security Deposits of which Seller all refundable cash or other deposits posted with utility companies serving is in possession (to the Propertyextent such Security Deposits have not been properly applied against delinquent Rents) provided that from and after the Effective Date Seller shall not apply any such Security Deposits against delinquent Rents, or, at unless the applicable Lease shall be terminated by Seller prior to the Closing in the ordinary course of Seller’s option, business and consistent with past practices. A schedule of Security Deposits that are not in Seller’s possession is attached hereto as Schedule 4.5(b)(i). Seller shall be entitled assign and deliver to receive Buyer at Closing all letters of credit (and retain any assignment document required by the issuing institution), lease guarantees and other forms of credit enhancement; provided, however, that any transfer or similar fees charged or collected by the issuer or surety providing any such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller lease bond or similar non-cash Security Deposit shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment be the responsibility of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.Buyer; (ii) At Closing, Seller shall assign to Buyer its rights to the security deposit under the Ground Lease for the Ground Lease Property, and Seller shall receive a credit at Closing for the same; (iii) Any property taxes and assessments paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser Buyer shall pay the taxes and assessments prior to their becoming delinquent. delinquent and if such amounts are not yet known, such amounts shall be based on the most recent tax rate and/or assessed valuation fixed and shall be reprorated between the parties within thirty (30) days after such amounts are determined. (iv) Any such apportionment made with respect to a tax year for which the most recent tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments following the Closing by appropriate payments between themselves following Closing.within thirty (30) days after such amounts are determined, subject to the provisions of Section 4.5(d) hereof. Buyer shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement to the extent such supplemental taxes apply to the period from and after the Closing Date, and Seller shall pay any such supplemental taxes that apply to the period prior to the Closing Date; (iiiv) Charges referred to in Section 4.5(a) hereof which are payable by any tenant directly to a third party shall not be apportioned hereunder, and Purchaser Buyer shall accept title subject to any of such charges unpaid and Purchaser Buyer shall look solely to the tenant responsible therefor for the payment of such charges. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the sametime of Closing, Buyer shall deliver over to Seller an amount equal to all such charges so collected by Buyer on account thereof, when and if collected from such tenant; (vi) As to utility charges referred to in Section 4.5(a)(iv) hereof, Seller may upon notice to Buyer elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (vii) Subject to the provisions of Sections 5.3(b) below, on the Closing Date, Buyer shall be responsible for the payment of all Tenant Inducement Costs (as hereinafter defined) and Leasing Commissions (as hereinafter defined) which become due and payable (whether before or after Closing) as a result of any New Lease Documents (as defined below) executed prior to Closing and approved or deemed approved by Buyer pursuant to Section 5.3(b); provided however, to the extent any tenant under a New Lease Document signed or executed after the Effective Date and prior to the Closing commences payment of Rent under such New Lease Document prior to the Closing, then with respect to such Tenant Inducement Costs and Leasing Commissions relating thereto, the same shall be prorated between Buyer and Seller, with Buyer responsible for that portion thereof equal to the number of days in the stated term of such New Lease Document after the Closing and Seller responsible for that portion thereof equal to the number of days in the stated term prior to the Closing; provided, however, that should any such Leasing Commissions or Tenant Inducement Costs be due and payable prior to Closing, Seller shall pay such commission or cost and upon Closing, Seller shall receive a credit equal to the amount of Buyer’s pro rata share of such Leasing Commissions or Tenant Inducement Costs paid. For purposes of the foregoing sentence only, the Sixth Amendment of Lease Agreement between Barnabas Health Medical Group, P.C., and Seller, dated September 22, 2014, with respect to Suite 101 at the Morristown Property, shall be deemed a “New Lease Document signed or executed after the Effective Date and prior to the Closing.” The term “Tenant Inducement Costs” shall mean (A) any and all rent concessions, rent abatements, or rent credits under any Lease, and (B) any payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment, free rent, and club membership allowances (other than with respect to the Master Leases (as hereinafter defined), which shall be governed by the specific terms thereof). The term “Leasing Commissions” includes all expenses connected with or arising out of the negotiation, execution and delivery of the Leases, including brokers’ commissions, leasing fees and legal fees, if any (other than with respect to the Master Leases). Seller shall be responsible for all Leasing Commissions and Tenant Inducement Costs with respect to all Leases executed or signed prior to the Effective Date. Seller shall give Buyer a credit at Closing in the amount of any and all Tenant Inducement Costs and Leasing Commissions which relate to the current term of the Leases and are unpaid or unperformed.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on January 1, 1997 (the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs:"Proration Date"): (i) rents, if any, as and when collected (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases, including, without limitation, any deposits of estimated amounts of operating expenses, but not estimated amounts of 1995 real estate taxes and 1996 operating expenses for which Seller is entitled to all payments); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iviii) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (viv) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located, other than general real estate taxes and assessments levied against the Property for the year 1996 (the "Taxes"). (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, 's option either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of 9 Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in and in accordance with the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same Property that are effectively assigned to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments Taxes prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges As to gas, electricity and other utility charges referred to in Section 4.5(a4.4(a)(iv) hereof which are payable by any tenant above, Seller may on notice to a third party Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing. (iv) Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant be responsible therefor for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions, including those payable to COMPASS Management and Leasing, Inc. ("COMPASS"), which become due and payable (whether before or after Closing) as a result of any new Leases or renewals or expansions of existing Leases described on EXHIBIT 4.4(b)(iv)(A) hereto entered into between November 4, 1996 and the same.date of closing, (B) all Tenant Inducement Costs arising from Leases in existence prior to November 4, 1996 with respect to work or improvements to be performed pursuant to such Leases after the date of Closing which are not described on EXHIBIT 4.4(b)(iv)(B) hereto, and (C) all Tenant Inducement Costs and leasing commissions with respect to new leases or renewals or expansions of existing Leases entered into by Purchaser after Closing, including any leasing commissions payable to COMPASS or cooperating broker in accordance with the terms of the Management and Leasing Agreement dated October 1, 1993 between Seller and COMPASS and any agreement described on EXHIBIT 1.1(e), or as may otherwise be agreed or by COMPASS, the cooperating broker and Purchaser, with respect to new leases or renewals or expansions of existing Leases entered into by Purchaser within ninety (90) days of Closing with the parties listed on EXHIBIT 4.4(b)(iv)(C) hereto. Seller shall be responsible for the cost to complete the voice evacuation system and for all Tenant Inducement Costs and leasing commissions which become due and payable (whether before or after Closing) with respect to the Leases, renewals or expansions described on EXHIBIT 4.4(b)(iv)(b) hereto. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. If after the date of Closing, Purchaser pays any costs of completing the voice evacuation system or any Tenant Inducement Costs or leasing commissions for which Seller is responsible pursuant to the foregoing provisions, Seller shall reimburse Purchaser therefor within fifteen (15) days of Purchaser's request accompanied by applicable invoices. For purposes hereof, the term "Tenant Inducement Costs" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit

Credits and Prorations. (a) The following Except as set forth in Section 4.5(b) below, all income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of ClosingClosing Date, as if Purchaser Buyer were vested with title to the Property during the entire day upon which the Closing occurs: . Subject to the provisions of this Section 4.5, such prorated items shall include, without limitation, the following: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); Rents; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; ; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior to Closingthe Closing (dated not more than fifteen (15) days prior to the Closing Date) or, if unmetered, on the basis of a current xxxx for each such utility; and (iv) all amounts payable under brokerage agreements and Assigned Contracts, pursuant to the terms hereof; (v) outstanding and unpaid interest on the Existing Loan; and (vi) any and all other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located, provided that there shall be no proration of costs incurred with respect to any budgeted or in-process capital improvement projects. (b) Notwithstanding anything to the contrary contained in the foregoing provisions:Section 4.5(a): (i) At the Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser the amount of any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit shall be credited to the account of Purchaser the amount of such security deposits Buyer (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account amount of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled credited to receive and retain such refundable cash and depositsthe account of Seller. In the event that Seller holds any letters of credit as a tenant security deposits deposit, then Seller shall have been deposited deliver to Buyer at Closing the original letters of credit together with executed transfer forms and Seller in a form and Buyer shall cooperate to attempt to cause such letters of credit to be transferred to Buyer at the Closing or as soon as reasonably practicable thereafter. Buyer shall bear all costs and expenses required to transfer any such letters of credit (other than cash (e.g. letter Seller’s own internal costs and expenses and the costs and expenses of Seller’s counsel). In the event that Seller’s lenders are holding such letters of credit), then Seller shall satisfy its obligations hereunder use commercially reasonable efforts to cause such letters of credit to be transferred to Buyer as soon as reasonably practicable after the Closing. Buyer and Seller agree that the transfer to Buyer of any such letters of credit held by Seller or Seller’s lenders shall not be a condition precedent to Buyer’s obligation to proceed with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.Closing; (ii) Any taxes paid at or prior to the Closing Date shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year in which the Closing Date occurs have not been paid before the Closing, Seller shall be charged at the Closing an amount equal to that portion of such taxes and assessments which relates to the period before the Closing Date and Purchaser Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at the Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following the Closing., subject to the provisions of Section 4.5(d); (iii) Charges and expenses referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser Buyer shall accept title subject to any of such charges unpaid and Purchaser Buyer shall look solely to the tenant responsible therefor for the payment of the same.; (iv) As to utility charges referred to in Section 4.5(a)(iii), Seller may on notice to Buyer elect to pay any or all of said items accrued to the Closing Date directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (v) Upon the Closing, Buyer shall (A) receive a credit for all Tenant Inducement Costs and Commissions (as such terms are hereinafter defined) that were outstanding as of September 6, 2011, and unpaid as of the Effective Date, a list of which is set forth on Schedule 4.5(b)(v) attached hereto (collectively, the “Specified Tenant Inducement Costs and Commissions” and, individually, a “Specified Tenant Inducement Cost or Commission”), and remain unpaid as of the Closing Date; and (B) except as provided in the foregoing clause (A), receive no credit for, and shall be responsible for the payment of, all Tenant Inducement Costs and Commissions (including, without limitation, any Tenant Inducement Costs and Commissions which become due and payable (whether before or after the Closing Date) as a result of any new Leases, or any renewals, extensions, amendments or expansions of existing Leases (whether or not entered into pursuant to an option), arising or entered into from and after September 6, 2011); (vi) If, as of the Closing Date, Seller shall have paid any Tenant Inducement Costs or Commissions for which Buyer is responsible pursuant to the foregoing provisions, or if, as of the Closing Date, Seller shall have paid any attorneys’ fees or expenses incurred in connection with the drafting or the negotiation, or both, of any leases entered into after September 6, 2011, Buyer shall reimburse Seller therefor at the Closing. If on the Closing Date there are any outstanding or unpaid Tenant Inducement Costs which are not the responsibility of Buyer as set forth herein, then at the Closing Buyer shall be entitled to a credit in the amount of such unpaid Tenant Inducement Costs, and upon and following the Closing Buyer shall assume and be responsible for the payment of such Tenant Inducement Costs to the extent of such credit, and Seller shall assign to Buyer all construction and other contracts relating to such outstanding Tenant Inducement Costs, and Buyer shall indemnify, defend and

Credits and Prorations. (a) The following Subject to the rights and obligations of the parties under the Lease Agreement, all income and expenses of the Property between Seller and Purchaser shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following: (i) rentsall rents under the Lease Agreement, if any, as and when collected any (to the term “rents” as used in this Agreement includes all payments due and payable by tenants extent any rent under the LeasesLease Agreement has accrued but is unpaid at Closing, Seller shall receive a credit from Purchaser for such amount); (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current bill for each such utility; (iv) all amounts payable under Operating Agreements, pursuant to the terms of this Agreement; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (iSection 4.4(a) At hereof, at Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at but only to the extent paid by Seller’s option. (c) At Closing, Seller shall be entitled will assign to receive and retain such refundable cash and deposits. In Purchaser pursuant to the event any security deposits shall have been deposited with Seller Assignment of Contracts, without warranty or recourse, all pending real property tax appeals relating to tax years in a form other than cash (e.g. letter of credit)which Purchaser, Seller shall satisfy its obligations hereunder as tenant under the Lease Agreements, paid all real property taxes with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentProperty. (iid) Any taxes paid at Except as otherwise provided herein, any revenue or prior to expense amount which cannot be ascertained with certainty as of Closing shall be prorated based upon on the amounts actually paid. If taxes basis of the parties' reasonable estimates of such amount, and assessments for shall be the current year have not been paid before subject of a final proration ninety (90) days after Closing, or as soon thereafter as the precise amounts can be ascertained. Purchaser shall promptly notify Seller when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, Purchaser shall prepare, and certify as correct, a final proration statement which shall be charged at Closing an amount equal subject to that portion Seller's approval. Upon Seller's acceptance and approval of any final proration statement submitted by Purchaser, such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed statement shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes conclusively deemed to be accurate and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closingfinal. (iiie) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely Subject to the tenant responsible therefor for final sentence of Section 4.4(d) hereof, the payment provisions of the samethis Section 4.4 shall survive Closing.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: : general and special real estate taxes and other state or city taxes affecting the Property (icollectively “Taxes”) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (iiaccordance with Section 5.4(b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) below; payments under the Operating Agreements; (iv) operating agreements; gas, electricity and other utility charges for which Seller is liablecharges, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to ClosingClosing allocated to the Improvements; and (v) and any other operating expenses or other items pertaining to the Property allocated to the Improvements which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) . Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shallTaxes shall be prorated as of the Closing Date on the basis of the most recent ascertainable amounts of, at Seller’s optionor other reliable information in respect to, either deliver each such item, and the net credit to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled credited to receive the Purchase Price on the Closing Date. If the Property is not a distinct and retain independent tax parcel, but is part of a larger tax parcel, then for the purpose of calculating such refundable cash prorations the parties agree that the taxes attributable to the Land and depositsImprovements constitute one-half of the Taxes for the Total Property. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder The parties agree that with respect to such security deposit any tax bills issued after the Closing (and not covered by delivering to Purchaser an assignment the tax proration at Closing) for which the Land and Improvements are not a separate tax parcel distinct from the remainder of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer Total Property, the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing Taxes for said period shall be prorated based upon divided equally between Seller and Purchaser. Any special assessments, charges or fees, whether state or local, including any interest or penalty which is a lien or charge against the amounts actually paid. If taxes and assessments for Property on the current year have not been paid before ClosingClosing Date, Seller whether due in full or in part, shall be charged at Closing an amount equal to that portion of such taxes Seller and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned paid in full at Closing, unless Purchaser has agreed to take subject thereto, in which case the parties Purchase Price shall make all necessary adjustments be reduced by appropriate payments between themselves following a credit for such amount. The provisions of this Section 5.4 shall survive Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.

Credits and Prorations. (a) The following All income and expenses of the Properly shall be apportioned with respect to the Property as of 12:01 a.m., a.m. on the day of Closing, Closing as if Purchaser Buyer were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items include without limitation the following: (i) rents, if anyRents for the calendar month in which Closing occurs, as and when collected (determined by the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases)Seller's rent roll; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing; and) or, if unmetered, on the basis of a current xxxx for each such utility. (iv) the monthly rent paid by the provider of laundry services under a laundry lease assumed by Buyer, along with the bonus paid as of the entry into such lease, provided over the term of such lease; (v) payment of maintenance services, such as janitorial services, guard services and similar services; (vi) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser buyer and a seller in the area County in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser Buyer any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser Buyer the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Delinquent Rents prior to the Effective Date or otherwise as provided in the Leases), and (B) Purchaser Buyer shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment., (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(d) hereof. Buyer shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (iii) Charges referred to in Section 4.5(a4.4(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser Buyer shall accept title subject to any of such charges unpaid and Purchaser Buyer shall look solely to the tenant responsible therefor for the payment of such charges. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the same.time of Closing, Buyer shall credit to Seller an amount equal to all such charges so paid by Seller; (iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may upon notice to Buyer elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement;

Credits and Prorations. (a) Seller shall prepare a schedule of tentative prorations, and Purchaser and Seller shall endeavor to finalize such schedule no later than three (3) business days prior to Closing. The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located, including, without limitation, dues, assessments or special assessments due to The Innsbrook Owners Association, pursuant to the governing documents of the Association. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), ) and (B) Purchaser if Seller is holding letters of credit as a security deposit or portion thereof, then Seller (at its reasonable expense, unless payable by the applicable tenants under their Leases) shall either (1) if same are assignable, at Seller’s option either assign such letters of credit to Purchaser or deliver to Purchaser the account forms necessary to do so (completed and executed, to the extent required, by Seller), or (2) if not assignable, endeavor to cause such letters of credit to be re-issued in favor of Purchaser (and if any letter of credit cannot be re-issued prior to Closing, then Seller shall escrow the applicable amount with Escrow Agent until re-issuance). Seller shall be entitled to receive and retain all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a4.4(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.4(a)(iv) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing. (vi) Purchaser shall pay directly to the applicable governmental authority the amount of any and all sales or similar taxes payable in connection with the Personal Property for periods beginning after the Closing and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (vii) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined), leasing commissions (except for the Apex Expansion Commission (defined in subparagraph (ix) below) and other expenses (including reasonable legal fees) incurred by or on behalf of the landlord in connection with the particular lease transaction (the “Other Expenses”) which become due and payable (whether before or after Closing) as a result of (1) any renewals or modifications of the Leases approved or deemed approved in accordance with Section 5.4 hereof and entered into between the Effective Date and the date of Closing, and (2), under any new Leases, approved or deemed approved in accordance with Section 5.4 hereof and entered into between the Effective Date and the date of Closing, and (B) all Tenant Inducement Costs, leasing commissions and other Expenses which become due and payable from and after the date of Closing. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs, leasing commissions or Other Expenses for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. For purposes hereof, the term “Tenant Inducement Costs” shall mean any out-of-pocket payments required under any Leases to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term “Tenant Inducement Costs” shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the date of Closing. Seller and Purchaser agree that there are no Tenant Inducement Costs or Other Expenses.

Credits and Prorations. (a) The following provisions shall be apportioned govern the apportionment of income and expenses with respect to the Property between Seller and Purchaser: (a) Real estate taxes and assessments and personal property taxes shall be prorated between Seller and Purchaser at Closing. If the Closing shall occur before the amount of taxes is fixed, the apportionment of taxes shall be made based upon one hundred percent (100%) of the tax rate for the preceding year, applied to the latest assessed valuation of the Property. Upon receipt of the actual tax xxxx for the Property, the proration of taxes made at Closing shall be subject to adjustment pursuant to Section 4.4(h) below. (b) Expenses under the Operating Agreements shall be prorated between Seller and Purchaser at Closing. (c) Seller shall arrange for final meter readings on all utilities at the Property to be taken on the day preceding Closing. Seller shall be responsible for the payment of utilities used through the day preceding the Closing Date and Seller shall be responsible for the payment of utilities used on or after the Closing Date. With respect to any utility for which there is no meter, the expenses for such utility shall be prorated between Seller and Purchaser at Closing based upon the most current xxxx for such utility. Any deposits for utilities shall inure to the benefit of and be deemed assigned to Purchaser. Seller and Purchaser shall cooperate to cause the transfer of utility company accounts from Seller to Purchaser. (d) Basic rents ("Basic Rent") and additional rent relating to escalation and pass-throughs of operating and other similar expenses ("Additional Rent") shall be prorated between Seller and Purchaser based upon Basic Rent and Additional Rent actually collected. All prepaid Basic Rent, Additional Rent and other income from the Property shall be credited to Purchaser at Closing, to the extent same is attributable to a period of time after Closing. With respect to Additional Rent which is paid based upon an estimate, with an end-of-year accounting and adjustment, after Closing Seller and Purchaser shall make any adjustments to the proration of such items made at Closing at such time as the final tax and operating expenses numbers become available and such end-of-year accountings are completed. Any Additional Rent which may be due Seller as a result of such re-prorations shall be paid by Purchaser to Seller if and when such Additional Rent is collected by Purchaser. (e) Basic Rent and Additional Rent which is delinquent and remains uncollected at Closing shall not be prorated between Seller and Purchaser at Closing. At Closing, Seller shall furnish to Purchaser a schedule of delinquent Basic Rent and Additional Rent due under the Leases. Purchaser shall pay Seller's prorata share of any delinquent Basic Rent and Additional Rent if and when collected by Purchaser; provided, however, that Purchaser shall have no obligation to collect or pursue the collection of same. It is understood and agreed that any Basic Rent or Additional Rent collected by Purchaser after Closing shall be applied first to currently due Basic Rent and Additional Rent. Purchaser shall hold all landlord's liens in the entireties thereof to enforce the payment of rentals to which Purchaser is entitled, and Seller shall be deemed to have transferred to Purchaser all of such landlord's liens. (f) All security deposits and other deposits payable to tenants under the Leases shall be credited to Purchaser at Closing. (g) Leasing commissions and Tenant Inducement Costs (as hereinafter defined) with respect to the Leases entered into after the Effective Date and prior to the Closing Date (the "Prorated Leases") shall be prorated between Seller and Purchaser at Closing. (h) The prorations described in this Section 4.4 shall be made as of 12:01 a.m., a.m. on the day of ClosingClosing Date, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any. All prorations described in this Section 4.4 shall be effected by increasing or decreasing, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gascase may be, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (cash to the extent such security deposits are not applied against delinquent rents be paid by Purchaser to Seller at Closing. Seller and Purchaser agree to adjust between themselves after Closing any errors or otherwise as provided omissions in the Leases)prorations made at Closing; provided, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Propertyhowever, or, at Seller’s option, Seller that such prorations shall be entitled deemed final and not subject to receive and retain further post Closing adjustments if no such refundable cash and deposits. In the event any security deposits shall adjustments have been deposited with Seller in a form other than cash requested within one (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to 1) year after the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentClosing Date. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.

Credits and Prorations. (a) The following Except as set forth in Section 4.5(b) below, all income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of ClosingClosing Date, as if Purchaser Buyer were vested with title to the Property during the entire day upon which the Closing occurs: . Subject to the provisions of this Section 4.5, such prorated items shall include, without limitation, the following: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); Rents; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; ; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior to Closingthe Closing (dated not more than fifteen (15) days prior to the Closing Date) or, if unmetered, on the basis of a current xxxx for each such utility; and (iv) all amounts payable under brokerage agreements and Assigned Contracts, pursuant to the terms hereof; (v) outstanding and unpaid interest on the Existing Loan; and (vi) any and all other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located, provided that there shall be no proration of costs incurred with respect to any budgeted or in-process capital improvement projects. (b) Notwithstanding anything to the contrary contained in the foregoing provisions:Section 4.5(a): (i) At the Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser the amount of any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit shall be credited to the account of Purchaser the amount of such security deposits Buyer (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account amount of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled credited to receive and retain such refundable cash and depositsthe account of Seller. In the event that Seller holds any letters of credit as a tenant security deposits deposit, then Seller shall have been deposited deliver to Buyer at Closing the original letters of credit together with executed transfer forms and Seller in a form and Buyer shall cooperate to attempt to cause such letters of credit to be transferred to Buyer at the Closing or as soon as reasonably practicable thereafter. Buyer shall bear all costs and expenses required to transfer any such letters of credit (other than cash (e.g. letter Seller’s own internal costs and expenses and the costs and expenses of Seller’s counsel). In the event that Seller’s lenders are holding such letters of credit), then Seller shall satisfy its obligations hereunder use commercially reasonable efforts to cause such letters of credit to be transferred to Buyer as soon as reasonably practicable after the Closing. Buyer and Seller agree that the transfer to Buyer of any such letters of credit held by Seller or Seller’s lenders shall not be a condition precedent to Buyer’s obligation to proceed with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.Closing; (ii) Any taxes paid at or prior to the Closing Date shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year in which the Closing Date occurs have not been paid before the Closing, Seller shall be charged at the Closing an amount equal to that portion of such taxes and assessments which relates to the period before the Closing Date and Purchaser Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at the Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following the Closing., subject to the provisions of Section 4.5(d); (iii) Charges and expenses referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser Buyer shall accept title subject to any of such charges unpaid and Purchaser Buyer shall look solely to the tenant responsible therefor for the payment of the same.; (iv) As to utility charges referred to in Section 4.5(a)(iii), Seller may on notice to Buyer elect to pay any or all of said items accrued to the Closing Date directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (v) Upon the Closing, Buyer shall (A) receive a credit for all Tenant Inducement Costs and Commissions (as such terms are hereinafter defined) that were outstanding as of September 6, 2011, and unpaid as of the Effective Date, a list of which is set forth on Schedule 4.5(b)(v) attached hereto (collectively, the “Specified Tenant Inducement Costs and Commissions” and, individually, a “Specified Tenant Inducement Cost or Commission”), and remain unpaid as of the Closing Date, except for the Specified Tenant Inducement Costs and Commissions relating to the Leases for PA Consulting and Denver Field Services for which Buyer shall receive no credit upon the Closing, provided, however, that, if the relevant tenant under the Lease for PA Consulting or Denver Field Services shall request payment of all or any portion of any Specified Tenant Inducement Cost or Commission on or before the date that is six (6) months following the Closing Date, Seller shall, on the date of payment of such Specified Tenant Inducement Cost or Commission by Buyer, pay to Buyer an amount equal to twenty percent (20%) of the Specified Tenant Inducement Cost or Commission; and (B) except as provided in the foregoing clause (A), receive no credit for, and shall be responsible for the payment of, all Tenant Inducement Costs and Commissions (including, without limitation, any Tenant Inducement Costs and Commissions which become due and payable (whether before or after the Closing Date) as a result of any new Leases, or any renewals, extensions, amendments or expansions of existing Leases (whether or not entered into pursuant to an option), arising or entered into from and after September 6, 2011); (vi) If, as of the Closing Date, Seller shall have paid any Tenant Inducement Costs or Commissions for which Buyer is responsible pursuant to the foregoing provisions, or if, as of the Closing Date, Seller shall have paid any attorneys’ fees or expenses incurred in connection with the drafting or the negotiation, or both, of any leases entered into after September 6, 2011,

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following: (i) rentsall Rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing; and) or, if unmetered, on the basis of a current bill for each such utility; (iv) all amounts payable under Operating Agreements, pursuant to the terms of this Agreement; (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located; and (vi) a credit in the sum of $77,025.00 in consideration for the obligations of Purchaser set forth in Article 11 hereof. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller Any Security Deposits in a form other than cash (e.g. letter including, but not limited to, any letters of credit), Seller ) shall satisfy its obligations hereunder with respect to such security deposit by delivering be transferred to Purchaser an assignment by way of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of replacement, transfer or assignment., the cost of which shall be borne by Purchaser; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(d) hereof; (iii) Charges referred to in Section 4.5(a4.4(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.. As of the Effective Date, Seller has not paid any of such charges on behalf of any tenant. However, if Seller (after obtaining Purchaser's prior written consent, which consent shall not be unreasonably withheld or delayed) shall pay any of such charges on behalf of any tenant between the Effective Date and the Closing, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller; (iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto prior to the Closing, and to the extent Seller so elects, such item shall not be apportioned hereunder; (v) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) as a result of any new Leases, or any renewals, amendments or expansions of existing Leases, signed during the Lease Approval Period (as hereinafter defined) and, if required, approved or deemed approved in accordance with Section 5.4 hereof; and (B) all Tenant Inducement Costs and leasing commissions with respect to new Leases, or renewals, amendments or expansions of existing Leases, signed or entered into from and after the date of Closing; and (C) all Tenant Inducement Costs and leasing commissions listed on Exhibit N attached hereto. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. For purposes hereof, the term "Tenant Inducement Costs" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term "Tenant Inducement Costs" shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the

Credits and Prorations. (a) Title Company shall prepare the closing statements of the prorations and adjustments required by this Agreement and submit it to Seller and Purchaser, as applicable, at least 2 Business Days prior to the Closing Date. The following shall be apportioned with respect to the Property as of 12:01 a.m., a.m. Central Time on the day of Closing, such that, except as if Purchaser were vested with title otherwise expressly provided to the Property during contrary in this Agreement, Seller shall have the entire benefit of income and the burden of expenses for the day upon which preceding the Closing occursDate and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter: (i) rents, if any, as and when actually collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating AgreementsContracts assumed by Purchaser; (iv) gaswater, electricity electric, telephone and all other utility charges and fuel charges, fuel on hand (at cost plus sales tax) for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing, together with all utility and other reimbursements; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits Security Deposits are not applied against delinquent rents in the ordinary course of business and consistent with Seller’s historical practices or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, . Seller shall be entitled to receive and retain such refundable all cash and depositsdeposits posted with any utility companies serving the Property. In Accordingly, Purchaser acknowledges that it will be required to post a new deposit with any utility companies serving the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.Property. DOCSBHM\2172820\7 NAI-1502721402v4 (ii) Any taxes and assessments paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which If the Closing shall occur before the tax rate or the assessed valuationvaluation of the Property is fixed for the then current year, or both, have not yet been fixed the apportionment of taxes and assessments shall be based upon the basis of the tax rate and/or for the immediately preceding year applied to the latest assessed valuation. When the actual assessment and valuation last of the Property is fixed, the parties shall true-up the amounts apportioned at Closing. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves promptly following Closing. Purchaser and Seller agree to discuss the feasibility of filing an appeal to the assessed valuation of the Property prior to the applicable deadline. (iii) Charges As to charges referred to in Section 4.5(a4.4(a)(iv) hereof which are payable by any tenant above, Seller may on notice to a third party Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item with respect to the period prior to the Closing directly in such case shall survive the Closing. (iv) The Personal Property is included in this sale, without further charge. (v) Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant be responsible therefor for the payment of all leasing commissions, referral fees and locator fees attributable to Leases under which occupancy commences on or after the Closing Date. If, as of the Closing Date, Seller shall have paid any leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller at Closing. Seller shall be responsible for the payment of all leasing commissions, referral fees and locator fees attributable to Leases under which occupancy commenced prior to the Closing Date. If, as of the Closing Date, Seller has not paid any leasing commissions for which Seller is responsible pursuant to the foregoing provisions, Seller shall give Purchaser a credit at Closing and Purchaser shall assume the obligations to pay same. (vi) All collected rent and other collected income (and any applicable state or local tax on rent) under Leases in effect on the Closing Date shall be prorated. Seller shall be charged with any rent and other income collected by Seller before Closing but applicable to any period of time from and after the Closing Date, and Purchaser shall be entitled to a credit against the Purchase Price for such amount. Uncollected rent and other income shall not be prorated. If such uncollected rent and other income due for the month of Closing is collected following the Closing in the month during which the Closing occurs, Purchaser and Seller shall pro rate such collected rent and other income and Purchaser shall promptly remit to Seller its portion of any such rent if collected by Purchaser, and Seller shall promptly remit to Purchaser its portion of any such rent if collected by Seller. For all DOCSBHM\2172820\7 NAI-1502721402v4 rent and other income collected after the month in which the Closing occurs, Purchaser shall apply all collected rent and other income to the obligations then owing to Purchaser for its period of ownership and to costs of collection, remitting the balance, if any, to Seller, for any rent delinquent prior to Closing. Any prepaid rents for the period from and after the Closing Date shall either be paid over by Seller to Purchaser or Purchaser shall be entitled to a credit against the Purchase Price for such amount. Purchaser will make reasonable efforts consistent with its normal collection practices and procedures, but without any obligation to file a lawsuit, to collect any rents applicable to the period before Closing for residents to the extent such residents continue to occupy the Property. (c) Seller shall be entitled to any refunds for the tax years prior to the year in which the Closing occurs. (d) It is understood that Seller may have received certain front-end concessions and benefits in the form of cash payments or construction contributions or allowances from the persons to whom cable television, internet system, security system and/or telephone system concessions have been granted with respect to the Property. Such concessions and benefits shall belong solely to Seller and shall not be the subject of any prorations or other adjustments between Seller and Purchaser notwithstanding anything to the contrary herein. (e) The provisions of this Section 4.4 shall survive Closing; provided that, notwithstanding anything to the contrary in the foregoing except for Section 4.4(b)(ii) and Section 4.4(c) which shall survive without limitation, all adjustments and prorations shall be reprorated as soon as practicable after the Closing Date and shall be deemed final upon the expiration of 120 days after the Closing Date. Any party hereto owing money with regard to a reproration shall make payment therefor within 30 days following agreement by the parties with respect thereto.

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., 11:59 p.m. on the day of Closingprior to the Closing Date, as if Purchaser were vested with title to the Property during the entire day upon on which the Closing occurs. Such prorated items shall include, without limitation, the following: (i) rentsall Rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases)collected; (ii) taxes and assessments levied against the Property (including personal property taxes on the Personal Property) and assessments levied against the Propertyin accordance with Section 5.4(b)(ii) below; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current bxxx for each such utility; (iv) all amounts payable under the Operating Agreements which are assigned to Purchaser pursuant to Section 5.2(d); and (v) any other operating expenses or other items due and payable pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property Project is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 5.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or shall credit to the account of Purchaser the amount of such security deposits all cash Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases)) and interest accrued thereon, to the extent that either the Leases or applicable law requires that the same bear interest, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any With respect to those Leases for which Seller is holding letters of credit as security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit)deposits, Seller shall satisfy its obligations hereunder deliver such letters of credit to Purchaser at Closing so that Purchaser and the applicable tenants can arrange to have the letters of credit reissued in favor of, or endorsed to, Purchaser. Seller agrees to cooperate with Purchaser post-Closing in connection with the reissuance or endorsement of any letters of credit and act at the reasonable discretion of Purchaser with respect to such security deposit by delivering to Purchaser an assignment thereto, until the letters of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same credit are re-issued or endorsed to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior Notwithstanding anything to Closing shall be prorated based upon the amounts actually paid. If contrary herein, Purchaser acknowledges that only real estate taxes and assessments (“Minnesota Real Estate Taxes”) for the current calendar year have not been paid before Closing2009, which are payable in 2010, are being prorated hereunder, and no proration is being made for 2010 Minnesota Real Estate Taxes payable in 2011. Seller shall be charged responsible for 2009 Minnesota Real Estate Taxes corresponding to the number of days between January 1, 2010 and the Closing Date. Seller has paid the first estimated installment of 2009 Minnesota Real Estate Taxes due May 15, 2010, and shall be responsible for the payment of the second installment of 2009 Minnesota Real Estate Taxes payable on or before October 15, 2010. Purchaser shall be responsible for the payment of the 2010 Minnesota Real Estate Taxes payable in 2011 and will receive a charge at Closing an amount equal to that portion of such taxes and assessments which relates to for the period before from the Closing and Purchaser shall pay Date through December 31, 2010. If the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a final tax year bxxx for which the tax rate or assessed valuation2009 Minnesota Real Estate Taxes payable in 2010 has not been issued as of Closing, or both, have not yet been fixed the proration of Minnesota Real Estate Taxes hereunder shall be reasonably estimated based upon on the tax rate and/or assessed valuation last fixed2008 Minnesota Real Estate Taxes paid in 2009. To the extent that the actual taxes and assessments for the current year 2009 Minnesota Real Estate Taxes differ from the 2008 amount apportioned at on which the proration was based, Seller and Purchaser agree to reprorate such 2009 Minnesota Real Estate Taxes within thirty (30) days of receipt of the actual tax bxxx applicable to such period. Any additional taxes (i.e., other than general real estate taxes) relating to the year of Closing or prior years arising out of a change in the use of the Land or the Improvements by Purchaser or a change in ownership will be assumed by Purchaser effective as of Closing and paid by Purchaser when due and payable, and Purchaser will indemnify, defend, and hold Seller harmless for, from, and against any and all such taxes, which indemnification obligation will survive the Closing, provided that the foregoing shall have no effect on the proration of Minnesota Real Estate Taxes as described above. When the amount of such taxes is finally ascertained, any further adjustment will be promptly made between the parties shall make all necessary adjustments in cash. Notwithstanding the foregoing, Seller will not be liable for any taxes to the extent that reimbursement of such taxes is payable by appropriate payments between themselves following Closing.a Tenant under a Lease; (iii) Charges referred Seller shall be responsible for the payment of only those Tenant Inducement Costs and leasing commissions that are identified as “Seller’s Responsibility” on Exhibit F attached hereto. To the extent that any such items identified on Exhibit F as “Seller’s Responsibility” remain unpaid as of Closing, Purchaser shall receive a credit against the Purchase Price for the unpaid balance of all such items. Except as otherwise indicated on Exhibit F, Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs and leasing commissions which become due and payable (whether before or after Closing, whether to Hxxxx, Welsh or another broker) (1) as a result of any renewals or expansions of existing Leases, to the extent the renewal term or term with respect to the expansion space commences after the Effective Date hereof, and (2) under any new Leases entered into by Seller and approved by Purchaser between the Effective Date and the Closing Date as provided in Section 4.5(a6.4(b) hereof hereof, and (B) all Tenant Inducement Costs and leasing commissions which are become due and payable from and after the Closing Date with respect to all existing Leases, including, without limitation, those set forth on Exhibit F (other than those identified as “Seller’s Responsibility”) and any such commissions arising out of continuing obligations under the leasing agreements (notwithstanding the termination thereof) set forth on Exhibit C; provided Purchaser shall be obligated to pay such leasing commissions as to Hxxxx and Wxxxx only in accordance with Seller’s Leasing Agreements and only with respect to (i) the commissions described in items (A)(1), (A)(2) and (B) of this sentence, and (ii) any Lease signed by Purchaser within ninety (90) days after the Closing with any party identified on a list (each a “Prospect List”) delivered by Hxxxx and one hundred fifty (150) days after the Closing with any party identified on a Prospect List delivered by Welsh pursuant to Seller’s Leasing Agreements as a party with whom Hxxxx or Wxxxx was negotiating prior to Closing. Seller shall deliver to Purchaser at Closing true and correct copies of all Prospect Lists. If, as of the Closing Date, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller for a prorated portion (based on each party’s respective period of ownership of the Property as compared to the demised term of such Lease) of such Tenant Inducement Costs at Closing. For purposes hereof, the term “Tenant Inducement Costs” shall mean any out-of-pocket payments required to be paid by the landlord under a Lease (including reasonable legal fees directly related to the Lease) to or for the benefit of the tenant to thereunder which is in the nature of a third party tenant inducement, including specifically, without limitation, tenant improvement construction costs, tenant improvement allowances and other tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term “Tenant Inducement Costs” shall not include loss of income resulting from any free or reduced rental period, it being agreed that Purchaser shall bear such loss resulting from any free or reduced rental period from and after the Closing Date. Except for those items identified as “Seller’s Responsibility” as set forth on Exhibit F, Purchaser shall be apportioned hereunderentitled to no credits against the Purchase Price in connection with, and Seller shall have no liability to Purchaser for any period of free, reduced or abated rent under any Lease from and after the Effective Date. Exhibit F discloses a $533,815.78 tenant improvement allowance payable to Dxxxxx under the Lease for Dxxxxx upon the satisfaction of certain conditions more particularly described in such Lease (the “Dxxxxx Allowance”). Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant be responsible therefor for the payment of the sameDxxxxx Allowance with no credit to or reduction of the Purchase Price at Closing.

Credits and Prorations. (a) The following Real estate taxes and assessments levied against the Real Property as well as sewer charges, water rents, assessments, and all other items typically adjusted upon the sale of commercial real estate in Fxxxxxxxx County, Maryland, shall be apportioned with respect to the Real Property as of 12:01 a.m., a.m. on the day of ClosingClosing Date, as if Purchaser were vested with title to the Real Property during the entire day upon which the Closing occurs: ; provided, however, that with respect to real estate taxes (i) rentsif there are any tax appeals pending as of the Closing Date, if anyall amounts credited to the Real Property or otherwise received as a result thereof, together with interest thereon, shall be payable to Seller, except as to the year in which the Closing shall occur, any amounts credited to the Real Property or otherwise received as a result thereof shall be apportioned between Seller and when collected Purchaser as of the Closing Date on a pro-rata basis after the deduction of all out-of-pocket costs of recovery (the term “rents” as used in this Agreement includes including reasonable out-of-pocket attorneys’ fees and costs) and Seller’s portion thereof (together with all payments due out-of-pocket costs of recovery, including reasonable attorneys’ fees and costs) shall be payable by tenants under the Leases); to Seller and (ii) taxes (including personal property taxes on all assessments for public improvements which have been physically completed as of the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges Closing Date are to be apportioned at paid by Seller in full in connection with the Closing on from the basis proceeds of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is locatedPurchase Price. (b) Notwithstanding anything contained On the Closing Date, in connection with the foregoing provisions: (i) At consummation of the Closing, (A) at Purchaser’s request, Seller shall, at Seller’s option, either deliver will assign to Purchaser any security deposits actually held by that Seller pursuant maintains with utility companies applicable to the Leases or credit to Real Property. In the account event of Purchaser any such assignment, the amount of any such security deposits deposit shall be paid to Seller by Purchaser on the Closing Date separate and apart from the Purchase Price. (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (Bc) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In continue or decline, at its option, to prosecute any tax appeals which may be pending as of the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit)Closing Date, however, Seller shall satisfy its obligations hereunder with respect take no action to such security deposit by delivering to Purchaser an assignment appeal, forego appeal, settle or compromise taxes for the tax year in which the Closing shall occur without the reasonable approval of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (iid) Any taxes paid at Seller and Purchaser agree to cooperate with one another in good faith for a period of one (1) year following the Closing to correct any errors in credits or prior prorations in connection with the Closing and to Closing shall be prorated based upon “true-up” any prorations which were estimated as of the amounts actually paidClosing. If taxes and assessments for In connection with the current year have not been paid before Closingforegoing, Seller shall be charged at Closing an amount equal and Purchaser agree to that portion of such taxes and assessments which relates promptly pay to the period before Closing and Purchaser shall pay the taxes and assessments prior party entitled thereto any refund, credit or other payment necessary to their becoming delinquent. Any correct such apportionment made with respect to a tax year for which the tax rate errors or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closingaffect such "true-up". (iiie) Charges referred to in The provisions of this Section 4.5(a) hereof which are payable by any tenant to a third party 3.5 shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to survive the tenant responsible therefor for the payment of the sameClosing.

Credits and Prorations. (a) Seller shall prepare a schedule of tentative prorations, and Purchaser and Seller shall endeavor to finalize such schedule no later than three (3) business days prior to Closing. The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the LeasesTenant); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (viv) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or shall credit to the account of Purchaser the amount of such any security deposits held by Seller pursuant to the Lease (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the LeasesLease), and (B) Purchaser if Seller is holding letters of credit as a security deposit or portion thereof, then Seller shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, oreither (1) if same are assignable, at Seller’s optionoption either assign such letters of credit to Purchaser or deliver to Purchaser the forms necessary to do so (completed and executed, to the extent required, by Seller), or (2) if not assignable, endeavor to cause such letters of credit to be re-issued in favor of Purchaser (and if any letter of credit cannot be re-issued prior to Closing, then Seller shall escrow the applicable amount with the Escrow Agent until re-issuance); and (C) Seller shall be entitled to receive and retain such any refundable cash and deposits. In other deposits held by utility companies serving the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentProperty. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant the Tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor Tenant for the payment of the same. If Seller shall have paid any of such charges on behalf of the Tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. (iv) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (v) As to gas, electricity and other utility charges referred to in Section 4.5(a)(iv) hereof, Seller shall pay such items accrued to the date of Closing directly to the person or entity entitled thereto, and Seller’s obligation to pay such item directly in such case shall survive the Closing; Purchaser shall be responsible for the payment of all gas, electricity and other utility charges attributable to the period following the Closing. (vi) Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the Personal Property and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (vii) Unpaid and delinquent rent collected by Seller and Purchaser after the date of Closing shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that (i) all rent received by Seller or Purchaser from any prior tenant of the Property (whether received before or after the Closing) shall be payable to Seller, and (ii) all rent received by Seller or Purchaser from Tenant subsequent to the Closing shall be payable to Purchaser. If there shall be any rents or other charges under any lease which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (such as year end common area expense reimbursements and the like), then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing shall, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing and Seller’s portion thereof shall be remitted promptly to Seller by Purchaser. (c) If a post closing true-up is necessary, Purchaser shall work diligently with Seller to finalize the prorations as soon as possible, but in no event later than forty-five (45) days after the close of the calendar year. Purchaser shall be responsible for billing and collecting, if necessary, any amounts owed by Tenant as a result of the true-up. Purchaser agrees to refund Seller’s portion of Landlord’s CAM reimbursement within thirty (30) days of receipt of funds. If Tenant is owed a refund, Seller agrees to refund to Purchaser its proportionate share within forty-five (45) days after receiving notification from Purchaser of such amounts owed; Seller shall have the right to review the true-up and withhold any refund until the completion of said review. (d) The provisions of this Section 4.5 shall survive Closing.

Credits and Prorations. (a) The following shall will be apportioned with respect to the Property as of 12:01 a.m.a.m. (local time at the Property), on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if anyrents and other collected revenues and reimbursements under the Leases, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants Tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments amounts due under the Operating AgreementsService Contracts; (iv) gas, water, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior last invoices preceding Closing and adjusted post-Closing to Closing; andtrue-up the prorations and adjustments based on the amounts shown on the invoices subsequently received; (v) any other operating expenses expenses, pre-paid expenses, or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located; and (vi) any other income (including but not limited to any up-front signing bonuses and other prepayments that would be considered deferred revenue under generally accepted accounting principles). (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver will credit to the account of Purchaser the amount of any security and all refundable deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents rents, damage or otherwise as provided in the Leasesprior to Closing), and (B) Purchaser shall credit to the account of . Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall will be entitled to receive and retain such refundable cash and deposits. In deposits posted with utility companies serving the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.Property; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have of Closing are not been paid before Closingknown or cannot be reasonably estimated, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before will be prorated as of Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual on taxes and assessments for the current year differ from prior to Closing. Any additional taxes and assessments relating to the year of Closing or prior years arising out of a change in the use of the Land or the Improvements by Purchaser or a change in ownership will be assumed by Purchaser effective as of Closing and paid by Purchaser when due and payable, and Purchaser will indemnify, defend, and hold Seller harmless for, from, and against any and all such taxes, which indemnification obligation will survive the Closing. When the amount apportioned at Closingof the taxes and assessments for the year of Closing is finally ascertained, the parties shall true-up the amounts apportioned at Closing and make all necessary adjustments by appropriate payments between themselves following Closing.the parties within thirty (30) days of receipt of the tax xxxx for such period; (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to Seller will receive a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any prorata portion of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor all available discounts for the payment of property taxes for the sameyear of Closing; (iv) Seller shall receive a credit at Closing for tenant reimbursements due and payable by tenants after Closing with respect to costs incurred by Seller prior to Closing for the provision of water and sewer to the Property. Such credit will be based on the average collections for said items over the period beginning March 1, 2014 and ending February 28, 2015; (v) The Personal Property is included in this sale, without further charge; provided, however, Purchaser will be solely responsible for all sales and use taxes; and (vi) Unpaid and delinquent rent collected by Seller and Purchaser after the date of Closing will be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller will, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser will, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that all rent received by Seller or Purchaser will be applied first to rents that were due and payable in the month of Closing; second, to those rents that are due and payable after Closing; and third, to those rents that are due and payable prior to the month of Closing. Purchaser will use commercially reasonable efforts after Closing to collect all rents in the usual course of Purchaser’s operation of the Property for a period of three (3) months, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. In the event that there shall be any rents or other charges under any Leases which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing, then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing will, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing and Seller’s portion thereof will be remitted promptly to Seller by Purchaser without reduction for any costs of collection or processing; and (vii) If final prorations cannot be made at Closing for any item being prorated, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or payment information is available, with final adjustment to be made as soon as reasonably possible after the Closing but in no event later than ninety (90) days after Closing, to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due within 30 days of written notice, which notice shall contain in reasonable detail a calculation evidencing such adjustment. Purchaser or Seller, as applicable, shall have reasonable access to, and the right to inspect such other party’s books to confirm the final prorations. Notwithstanding the foregoing, in the event the property taxes and assessments for the year of Closing is not available until after such 90-day period, the parties shall make a final adjustment for the property taxes within thirty (30) days of receipt of the tax xxxx for such period. (c) In connection with the prorations described in this Section 9.4, Seller shall prepare a closing statement with the prorations and adjustments required by this Agreement and submit the same to Purchaser for review and approval by 2:00 p.m. on March 26, 2015. (d) The provisions of this Section 9.4 will survive the Closing.

Credits and Prorations. (a) The following shall be apportioned by the Escrow Agent with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when rents which have been collected in respect of the month in which Closing occurs (the term “"rents” " as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) rent under the Ground Lease; (iii) taxes (including personal property taxes on the Personal Property) and current installments of special assessments levied against the Property; (iiiiv) payments income and expenses under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other income or operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located, including, without limitation, any prepaid rent, deposit and concession income. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver the Escrow Agent shall credit the account of Purchaser with an amount equal to Purchaser any security deposits actually held by indicated as having been paid to Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are have not been refunded or applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment of taxes made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes fixed and assessments for the current year differ from the amount apportioned at Closing, the parties there shall make all necessary adjustments by appropriate payments between themselves following Closing.be no post-closing adjustment; (iii) Charges referred Seller shall cause final water, sewer, gas, electric and all other utility meter readings to be made as of the day of Closing or as close thereto as reasonably possible, and shall cooperate so as to cause the utilities to be transferred to Purchaser without interruption of service. Seller shall pay the final bills rendered by each such utility. Purchaser shall make application to and post any deposits required by the utility companies. The Escrow Agent shall have no responsibility for the proration of any such utility charges. Seller's obligation to pay any final utility bill shall survive the Closing; (iv) Thx Xxrsonal Property is included in Section 4.5(a) hereof which are this sale, without further charge, except that Purchaser shall pay the amount of any and all sales or similar taxes payable by any tenant to a third party shall not be apportioned hereunder, in connection with the Personal Property and Purchaser shall accept title subject execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.survive Closing; and

Credits and Prorations. (a) The following All income and expenses in connection with the operation of the Property shall be apportioned with respect to the Property apportioned, as of 12:01 a.m., a.m. (local time at the Property) on the day of ClosingClosing Date, as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day upon which preceding the Closing occursDate and the Purchaser shall have the benefit of the income and burden of expenses for the Closing Date and thereafter. Such prorated items shall include, without limitation, the following: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Tenant Leases; provided, however, for purposes of all prorations, only actually collected rents, and not any delinquent rents, shall be prorated); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating AgreementsAgreements being assumed by Purchaser pursuant to Section 5.9 below, and the Ground Lease Documents (including without limitation, any contributions for insurance or allocable shared costs thereunder); (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or shall credit to the account of Purchaser the amount of such security deposits any Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents or otherwise as provided in the Tenant Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash , and (e.g. letter of credit), C) Seller shall satisfy its obligations hereunder with respect use commercially reasonable efforts to such security deposit by delivering effectuate the transfer of all Letters of Credit to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignmentpromptly following Closing. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year year, when the tax xxxx is received, differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by the appropriate payments adjusting payment between themselves following Closingwithin thirty (30) days after Purchaser presents to Seller a copy of the final tax xxxx, Purchaser’s calculation of the reproration of the taxes and assessments and appropriate back-up materials related to the calculation. In addition, Seller may inspect Purchaser’s books and records related to the Property to confirm Purchaser’s calculation. (iii) Charges referred Seller shall receive the prorata advantage for Seller’s period of ownership of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (iv) As to in Section 4.5(a) hereof which are payable by any tenant gas, electricity and other utility charges, Seller may, on notice to a third party Purchaser, elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing. (v) Any reimbursements payable by any tenant under the terms of any Tenant Lease affecting the Property as of the Closing Date, which reimbursements pertain to such tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall be prorated upon Purchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Seller’s and Purchaser’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and Purchaser agrees to pay to Seller, Seller’s pro rata portion of such reimbursements within fifteen (15) days after Purchaser’s receipt thereof. Conversely, if any tenant under any such Tenant Lease shall become entitled at any time after Closing to a refund of tenant reimbursements actually paid by such tenant prior to Closing, then, Seller shall, within fifteen (15) days following Purchaser’s demand therefor, pay to Purchaser any amount equal to Seller’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. (vi) Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant be responsible therefor for the payment of (A) all Tenant Inducement Costs (as defined below in this Section 4.4(b)(vi)) and leasing commissions which become due and payable (whether before or after Closing) (1) as a result of any renewals or expansions of existing Tenant Leases, approved or deemed approved in accordance with Section 5.4 hereof between the sameEffective Date and the Closing Date, and (2) under any new Tenant Leases, approved or deemed approved in accordance with Section 5.4 hereof, entered into between the Effective Date and the Closing Date, (B) any Tenant Inducement Costs which become due and payable (whether before or after Closing) pursuant to a Permitted Lease Action taken before, on or after the Closing Date, and (C) with the exception of those items identified as Seller costs on Exhibit D attached hereto (the “Seller Costs”), all Tenant Inducement Costs and leasing commissions which become due and payable from and after the Closing Date with respect to all existing Tenant Leases. If, as of the Closing Date, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. At Closing, Purchaser shall receive a credit against the Purchase Price in an amount equal to the amount of any unpaid Seller Costs. For purposes hereof, the term “Tenant Inducement Costs” shall mean any out-of- pocket payments required under a Tenant Lease to be paid by the landlord (including reasonable legal fees directly related to the Tenant Lease) thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including, without limitation, tenant improvement costs, tenant improvement reimbursements, required common area improvements, lease buyout costs, and moving, design, refurbishment and club membership or parking allowances and any loss of income resulting from any free rental period or any waiver or foregoing of any payments or reimbursements otherwise required from any tenant. Notwithstanding anything contained herein to the contrary, Seller shall be permitted from time to time between the Effective Date and the Closing Date to update the Seller Costs (so long as such update does not decrease the amount of Seller Costs) and the credit that Purchaser shall receive against the Purchase Price at Closing shall increase by the amount of any such unpaid Seller Costs, and any such update shall be appropriately reflected on Exhibit D and the certificate of Seller to be delivered to Purchaser at Closing in accordance with Section 4.2(h) hereof.

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, Closing as if Purchaser Buyer were vested with title to the Property during the entire day upon which Closing occurs, subject, however, to Buyer's obligation, net of expenses, to pay to Seller Seller's portion of the income of the Property received by Buyer in arrears for the portion of the month of June that precedes the Closing, it being acknowledged that the tenant pays rent in arrears. Such prorated items include without limitation the following: (i) rentsall Rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges respecting the Property for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable under brokerage agreements and Operating Agreements, pursuant to the terms of this Agreement; (v) all operating cost reimbursements, percentage rents, additional rents and other retroactive rental escalations, sums or charges payable by the tenant under the Lease which accrue prior to the Closing but are not then due and payable, shall be prorated as of the Closing. Such amounts shall be for the account of Seller for the period before the Closing and for the account of Buyer from and after the Closing; and (vvi) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser buyer and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing Closing, and Purchaser Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(d) hereof. Buyer shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as of the Closing Date; (ii) Unpaid and delinquent Rent collected by Seller and Buyer after the date of Closing shall be delivered as follows: (a) if Seller collects any unpaid or delinquent Rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Buyer any such Rent which Buyer is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if Buyer collects any unpaid or delinquent Rent from the Property, Buyer shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such Rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Buyer agree that all Rent received by Seller or Buyer after the date of Closing shall be applied first to actual out-of-pocket costs of collection incurred by Seller or Buyer, as applicable, with respect to the tenant; second, to Rents due from such tenant for the month in which such payment is received; third, to Rents and other tenant charges attributable to any period after the Closing which are past due on the date of receipt, and; finally, to Rents and other tenant charges delinquent as of Closing. Buyer shall use commercially reasonable efforts after Closing to collect all Rents in the usual course of Buyer's operation of the Property, but Buyer will not be obligated to institute any legal proceedings, including an action for unlawful detainer, or other collection procedures to collect delinquent Rents. Seller may attempt to collect any delinquent Rents owed to Seller and may institute any lawsuit or collection procedures, but may not evict the tenant; and (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject with respect to any year-end reconciliations of percentage rent, retroactive rental escalations and reimbursable expenses (including common area expense reimbursements and the like) under the Lease, Seller and Buyer shall cooperate to complete such charges unpaid and Purchaser shall look solely reconciliations as soon as possible after the Closing, with Seller responsible for amounts owing to the tenant under the Lease and entitled to amounts payable by the tenant under the Lease (as the case may be), with respect to periods prior to the Closing, and with Buyer responsible therefor for amounts owing to the payment tenant under the Lease and entitled to amounts payable by the tenant under the Lease (as the case may be), with respect to periods from and after the Closing. With respect to any such amounts payable to Seller, Buyer shall use commercially reasonable efforts after Closing to collect all amounts in the usual course of Buyer's operation of the sameProperty, but Buyer will not be obligated to institute legal proceedings, including an action for unlawful detainer, or other collection procedures to collect such amounts. Seller may attempt to collect any such amounts owed to Seller and may institute any lawsuit or collection procedures, but may not evict the tenant. (c) Seller may prosecute an appeal of the real property tax assessment for any tax years to and including the tax year in which the Closing occurs, and may take related action which Seller deems appropriate in connection therewith. Buyer shall cooperate with Seller in connection with such appeal and collection of a refund of real property taxes paid. Seller owns and holds all right, title and interest in and to such appeal and refund relating to the period prior to the Closing, and all amounts payable in connection therewith shall be paid directly to Seller by the applicable authorities. If such refund or any part thereof is received by Buyer, Buyer shall promptly pay to Seller any amounts relating to the period prior to the Closing. Any refund received by Seller shall be distributed as follows: first, to reimburse Seller and Buyer for all costs incurred in connection with the appeal; second, with respect to refunds payable to the tenant pursuant to the Lease, to such tenant in accordance with the terms of such Lease; and third, to Seller to the extent such appeal covers the period prior to the Closing, and to Buyer to the extent such appeal covers the period as of the Closing and thereafter. If and to the extent any such appeal covers the period after the Closing, Buyer shall have the right to participate in such appeal. (d) Except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the parties' reasonable estimates of such amount, and shall be the subject of a final proration sixty (60) days after Closing, or as soon thereafter as the precise amounts can be ascertained. Buyer shall promptly notify Seller when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, Buyer shall prepare, and certify as correct, a final proration statement which shall be subject to Seller's approval. Upon Seller's acceptance and approval of any final proration statement submitted by Buyer, such statement shall be conclusively deemed to be accurate and final. (e) The provisions of this Section 4.4 shall survive Closing.

Credits and Prorations. (a) The following All income and expenses of the Properties shall be apportioned with respect to the Property as of 12:01 a.m., a.m. on the day of Closing, Closing as if Purchaser Buyer were vested with title to the Property Properties during the entire day upon which Closing occurs. Such prorated items include without limitation the following: (i) rents, if anyRents for the calendar month in which Closing occurs, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable determined by tenants under the Leases)Seller's rent roll; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the PropertyProperties; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable with respect to leases entered into, renewed or extended after the date hereof under brokerage agreements and Operating Agreements; and (v) any other operating expenses or other items pertaining to the each Property which are customarily prorated between a purchaser buyer and a seller in the area County in which the such Property is located. (b) Notwithstanding anything contained in the foregoing provisions:Section 4.4(a) hereof (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser Buyer any security deposits Security Deposits actually held by Seller pursuant to the Leases Lease or credit to the account of Purchaser Buyer the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the LeasesLease), and (B) Purchaser Buyer shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the each Property, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(d) hereof. Buyer shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (iii) Charges As to utility charges referred to in Section 4.5(a4.4(a)(iii) hereof which are payable by any tenant hereof, Seller may upon notice to a third party Buyer elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Purchaser Seller's obligation to pay such item directly in such case shall accept title subject to survive the Closing or any termination of such charges unpaid and Purchaser this Agreement; (iv) Buyer shall look solely to the tenant be responsible therefor for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and Leasing Commissions (as hereinafter defined) which become due and payable (whether before or after Closing) as a result of any new Lease, or renewals, amendments or expansions of the same.existing Lease, signed after the Effective Date and, if required, approved or deemed approved in accordance with Section 5.3(b) hereof; and (B) all Tenant Inducement Costs and Leasing Commissions with respect to new Leases, or renewals, amendments or expansions of the existing Lease, signed or entered into from and after the date of Closing. The term "Tenant Inducement Costs" shall ----------------------- mean any payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment, free rent, and club membership allowances. The term "Leasing Commissions" includes ------------------- all expenses connected with or arising out of the negotiation, execution and delivery of the Leases executed after the Effective Date, including brokers' commissions and leasing fees;

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of ClosingClosing Date, as if Purchaser were was vested with title to the Property during the entire day upon which Closing occurs: . Such prorated items shall include without limitation, the following: (i) all rents, electricity charges and other sums due under the Leases (collectively, the "Rents"), if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); collected; (ii) all real estate taxes and assessments (including personal property taxes taxes, if any, on the Personal Property) and assessments levied against affecting the Property; Property as provided in Section 4.4(b)(ii) below; (iii) payments under the Operating Agreements; (iv) gas, electricity and other all utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than thirty (30) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; and and (iv) all amounts payable under the Assumed Operating Agreements; (v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding In addition to and notwithstanding anything contained in the foregoing provisions: Section 4.4(a) hereof (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser any all security deposits together with interest required to be paid thereon (collectively, the "Security Deposits") actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), Security Deposits and (B) Purchaser Seller shall credit be entitled to the account of Seller all receive and retain refundable cash or other deposits posted with utility companies serving companies. At Closing, Seller shall, to the Propertyextent assignable, assign (at Seller's cost, unless the Tenant is responsible for the cost thereof under its Lease) to Purchaser any letters of credit or other non-cash Security Deposits (to the extent such Security Deposits have not been properly applied against delinquent Rents as provided in the Leases) or, at Seller’s optionif such letters of credit or other non-cash security deposits are not assignable, Seller shall be entitled reasonably cooperate with Purchaser to receive and retain such refundable cash and depositshave them re-issued in the name of Purchaser at Seller's cost. In the event any security deposits shall that post-Closing, such letters of credit or other non-cash Security Deposits have not been deposited with Seller in a form other than cash (e.g. letter transferred to Purchaser and Purchaser is entitled to draw thereon pursuant to the terms of credit)the applicable Lease, then at Purchaser's request, Seller shall satisfy its obligations hereunder with respect to draw on such security deposit by delivering to Purchaser an assignment letters of credit or other non-cash Security Deposits and immediately upon receipt transfer such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same funds to Purchaser, and appropriate instruments or take such other actions post-Closing as are reasonably necessary to realize on such letters of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates credit pursuant to the period before Closing terms of the Lease. The obligations of Seller and Purchaser under this Section 4.4(b)(i) shall pay survive the taxes Closing until all Security Deposits have been assigned and assessments prior transferred to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following ClosingPurchaser. (iii) Charges referred to in Section 4.5(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same.

Credits and Prorations. (a) The following shall be apportioned with respect to the Property Property, as set forth in greater detail in SECTION 4.4(B) below, as of 12:01 a.m., on the day of ClosingClosing Date (the "CUT-OFF TIME"), as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal PropertyProperty and Consumable Inventory) and assessments levied against the Property; (iiiii) payments under the Operating Agreements; (iviii) water, gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to ClosingClosing (but subject to later readjustment as set forth below); (iv) all Receivables including, without limitations, receivables accrued in connection with hotel reservations, the use of guest rooms, banquet and meeting room receivables (including any cancellation fees due to Seller in connection with any of the foregoing); (v) All fixed monthly rent, additional rent, escalation rent and other sums payable under any Lease or similar agreement for use of space at the Hotel (collectively, "RENT") in accordance with SECTION 4.4(B)(XII) below; (vi) advance deposits; (vii) operational and/or occupancy taxes; (viii) charges and fees paid or payable for licenses and permits transferred by Seller to Purchaser; and (vix) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is locatedfor comparable hotel properties including, without limitation, any prepaid expenses. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or shall receive a credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller for all refundable cash or other deposits posted with utility companies serving the PropertyProperty or any governmental agencies or authorities or posted pursuant to any Operating Agreement, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. All necessary adjustments shall be made within thirty (30) business days after the tax xxxx for the current year is received. Seller retains the right to commence, continue and settle any proceeding to contest any taxes for any taxable period which encompasses any period prior to the date of the Closing, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings. (iii) Charges Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (iv) As to gas, electricity and other utility charges referred to in Section 4.5(aSECTION 4.4(A)(III) hereof which are payable by any tenant above, Seller may, on notice to a third party Purchaser, elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Purchaser Seller's obligation to pay such item directly in such case shall accept title subject survive the Closing. (v) As of the date immediately prior to any the date of such charges unpaid Closing, Seller and Purchaser shall look solely jointly conduct or cause the Manager to conduct an inventory of all usable Unopened Inventory and shall deliver a written report thereon to Seller and Purchaser. Such report shall reflect the value of the Unopened Inventory at the acquisition cost thereof (on a first in, first out basis) and shall be certified by Manager to Seller and Purchaser as accurately reflecting all Unopened Inventory at the Hotel and the acquisition cost thereof. On account of Purchaser's purchase of the Unopened Inventory, Seller shall receive a credit at Closing in an amount equal to the tenant responsible therefor total value of the usable Unopened Inventory as reflected in such inventory. (vi) At Closing, Seller shall receive (or receive a credit in an amount equal to) all revenue (after the settlement of applicable commissions and/or costs) relating to vending machines in the Hotel up until the Cut-Off Time. (vii) Revenues from the Hotel guest rooms (other than those set forth in clause (x) below) occupied on the evening immediately preceding the date of Closing, including any sales taxes, room taxes and other taxes charged to guests in such rooms with respect to the evening immediately preceding the date of Closing shall be divided equally between Seller and Purchaser (where a complete meeting package ("CMP") guest is staying on a CMP rate, the food and beverage revenues shall be allocated based on whether the applicable meal or service occurred before or after the Cut-Off Time); provided, however, that to the extent that Manager records in the ordinary course the times at which food and beverage sales, telephone, facsimile or data communication, in-room movie, laundry, and other services are ordered by guests, then the same shall be allocated between Seller and Purchaser based on when orders for the payment same were received, with orders originating prior to the Cut-Off Time being allocable to Seller, and orders originating after the Cut-Off Time being allocable to Purchaser. All revenues from restaurants and other service operations conducted at the Property shall be allocated based on whether the same accrued before or after the Cut-Off Time as described in the preceding sentence, and Seller shall cause the Manager to separately record sales occurring before and after the Cut-Off Time at the Property. The foregoing amounts are referred to collectively as "GUEST REVENUES". Notwithstanding the foregoing, all revenues from any bars and lounges at the Property shall be prorated based on the actual closing time for such bar or lounge. For example, if such bar or lounge closes at 2 a.m. on the Closing Date, Seller shall retain the revenues from such services and operations even though such revenues were generated two (2) hours after the Cut-Off Time. (viii) Revenues from conferences, receptions, meetings, and other functions occurring in any conference, banquet or meeting rooms in the Hotel, or in any adjacent facilities owned or operated by Seller, including usage charges and related taxes, food and beverage sales, valet parking charges, equipment rentals, and telecommunications charges, shall be allocated between Seller and Purchaser, based on when the function therein commenced, with (i) one-day functions commencing prior to the Cut-Off Time being allocable to Seller, (ii) functions commencing after the Cut-Off Time being allocable to Purchaser, and (ii) multi-day functions being allocated between Seller and Purchaser according to when the event commences and is scheduled to end. The foregoing amounts are referred to collectively as "CONFERENCE REVENUES." (ix) Purchaser shall receive a credit at Closing in an amount equal to one hundred percent (100%) of all advance deposits and payments that shall have been received by or credited to Seller prior to the Cut-Off Time on account of reservations for use or occupancy of the sameProperty after the Cut-Off Time. (x) To the extent not actually collected by Seller or Manager prior to the Cut-Off Time, all Guest Revenues and Conference Revenues allocated to Seller hereunder and not paid in cash prior to the Cut-Off Time including Seller's city ledger, guest ledger and any other receivable ledgers shall together constitute Receivables hereunder and shall be purchased by Purchaser at Closing. On account of Purchaser's purchase of the Receivables, Seller shall receive a credit at Closing in an amount equal to (A) 90% of the amount set forth on the Hotel's "city ledger", and (B) 100% of the amount set forth on the Hotel's "guest ledger" and any other receivable ledgers, as apportioned between Seller and Purchaser in accordance with this SECTION 4.4. After Closing, Purchaser shall have the exclusive right to collect all Receivables, and Seller shall have no further rights or interests therein. Purchaser shall have no right to any adjustment to the prorations with respect to the Receivables on or after Closing, for inability to collect outstanding Receivables or otherwise. (xi) Rent shall be prorated as of the Closing Date. (xii) Purchaser shall be entitled to a credit for all unapplied and refundable security and other Deposits retained by Seller as of the Closing Date with respect to any Leases at the Hotel. (xiii) Seller shall be responsible for all wages and other amounts owed to Manager's employees at the Property relating to the period prior to the Cut-Off Time (provided that Seller shall be entitled to make payments directly to employees in lieu of prorating such payments at Closing), including, without limitation, severance pay, vacation pay and other accrued employee benefits, if any, with respect to such employees (it being agreed that the Management Agreement shall be terminated as of the Closing Date and that Purchaser shall have the right to hire its own staff of on-site employees to work at the Hotel).

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of ClosingClosing (the "Closing Date"), as if Purchaser were vested with title to the Property during the entire day upon which Closing occursDate. Such prorated items shall include without limitation the following: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases)Rents; (ii) taxes and assessments (including ad valorem and property taxes on the Real Property and personal property taxes on the Personal Property) and assessments levied against the Property; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable under Service Contracts assumed or deemed assumed by Purchaser pursuant to the terms of this Agreement; (v) all common area maintenance ("CAM"), property taxes, insurance and other similar charges payable to Seller under the Declaration as Amended and all CAM contributions paid owners or operators of the seven (7) outparcels along Highway 25; and (vvi) any all other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in connection with the area sale of comparable properties in which the Property is locatedSoutheastern United States. (b) Notwithstanding anything contained in the foregoing provisions:Section 4.4(a): (i) At Closing, Purchaser shall be credited with (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to all Security Deposits under the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) an amount equal to its prorata share of all scheduled monthly installments of fixed rent (the “Fixed Rents”) and all expense contributions, real estate tax contributions, and other reimbursements from tenants ("Tenant Contributions") attributable to the month in which the Closing occurs. If Seller receives any scheduled payments of Fixed Rents and Tenant Contributions for the month of Closing, Seller shall retain the portion of such received payments attributable to the days preceding the Closing Date and promptly forward the balance to Purchaser, together with an accounting of the payments received by Seller, retained by Seller and remitted to Purchaser. If Purchaser receives any scheduled payments of Fixed Rents and Tenant Contributions for the month of Closing, Purchaser shall credit retain the portion of such received payments attributable to the account Closing Date and the remainder of Seller all refundable cash or other deposits posted the month and promptly forward the balance to Seller, together with utility companies serving an accounting of the Propertypayments received by Purchaser, or, at retained by Purchaser and remitted to Seller’s option. Thereafter, Seller shall be entitled to receive all Fixed Rents and retain such refundable cash Tenant Contributions attributable to any and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions all periods prior to the issuer of such deposits month in which the Closing occurs and Purchaser shall be entitled to transfer receive all Fixed Rents and Tenant Contributions attributable to any periods after the same to Purchaser, and appropriate instruments of transfer or assignmentmonth in the Closing occurs. (ii) Any At the time of the final calculation and collection from tenants of Tenant Contributions for the lease year in which the Closing occurs, whether in the nature of a reconciliation payment or full payment, in arrears, there shall be a reproration between Purchaser and Seller as to the Tenant Contributions. Such reproration shall be made on the basis of the respective periods of Property ownership apportioned between Seller and Purchaser on the basis of the relative share of actual reimbursable expenses in question incurred by Seller and Purchaser during the lease year in question. Each party covenants and agrees to provide the other party with any and all information necessary to finalize such calculation. Purchaser covenants to xxxx tenants for, and to use commercially-reasonable efforts to collect, all amounts due from tenants attributable to periods prior to Closing and, as collected, to timely deliver to Seller reproration amounts due Seller. (iii) Percentage rents under the Leases (including, without limitation, those paid by Xxx Xxxxxx Loft in lieu of fixed/minimum/base rent) shall, if known, be prorated at Closing; otherwise, they shall be prorated after Closing within thirty (30) days of becoming known based on the number of days within the applicable percentage rent period prior to the Closing Date. (iv) All real estate and personal property taxes paid and assessments on the Property for all prior fiscal tax years shall be fully satisfied at or prior to Closing shall be prorated based upon the amounts actually paidClosing. If With respect to unpaid real estate taxes and assessments for the current fiscal tax year have not been paid before of Closing, Seller Purchaser shall be charged at receive a prorated real estate tax and assessment credit as of the Closing an amount equal to that portion of such taxes and assessments which relates Date (covering the period up to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquentDate) on a per diem basis for that fiscal tax year. Any such apportionment made with With respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual paid real estate taxes and assessments for such fiscal tax year which covers a period beginning on the Closing Date, Seller shall receive such prorated credit. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any real estate taxes or assessments on the Property are payable in installments, then the installment for the current year differ from period shall be prorated (with Purchaser assuming the amount apportioned at Closingobligation to pay any installments due after the Closing Date). Seller reserves the right (a) to meet with governmental officials and to contest any reassessment governing or affecting Seller's obligations under this Section 4.4, and (b) to contest any assessment of the parties Property or any portion thereof and to attempt to obtain a refund for any taxes previously paid. Seller shall make retain all necessary adjustments by appropriate rights with respect to any refund of taxes applicable to any period prior to the Closing Date, subject however to the rights of tenants under leases to a pro rata payment of or credit for any tax refund for which payments between themselves following Closinghave previously been made. (iiiv) Charges referred to in Section 4.5(a4.4(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of said charges on behalf of any tenant and shall not have been reimbursed therefor by the time of Closing, Seller shall have the same rights with respect to said advances as provided in Section 4.4(b)(ix) with respect to unpaid and delinquent Fixed Rent. (vi) As to utility charges referred to in Section 4.4(a)(iii), Seller may on notice to Purchaser elect to pay one or more or all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder and Seller's obligation to pay such item directly in such case shall survive the Closing. (vii) At Closing, Seller shall transfer to Purchaser or provide Purchaser a credit for all sums deposited in any marketing funds for the Property (less any amount which shall be necessary to pay any unpaid marketing expenses which Seller shall pay), and Purchaser shall assume all of the Seller's obligations with respect to said marketing funds. (viii) Except to the extent escrowed at Closing pursuant to Section 10.20, Seller shall be responsible for the payment at Closing of all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which are due or are to become due and payable with respect to the Leases identified on the Rent Roll (as hereinafter defined). Purchaser shall be responsible for and shall pay all Tenant Inducement Costs and leasing commissions which become due and payable with respect to any new Leases that are not identified on Exhibit Q but are either (A) approved by Purchaser and executed by Seller after the Effective Date but prior to Closing or (B) procured by Seller or its property manager, Xxxxxx Realty Management, Inc. (“ARMI”), prior to Closing and executed by Purchaser within one hundred and eighty (180) days after Closing. For purposes hereof, the term "Tenant Inducement Costs" shall mean any out-of-pocket payments required under a lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, free rent periods provided under any Leases, tenant allowances, lease buyout costs, and moving, design, refurbishment and other allowances.

Credits and Prorations. (a) The following All income and expenses of the Property shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: . Subject to the provisions of this Section 4.4, such prorated items shall include without limitation the following: (i) rentsall Rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); ; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the Property; Property to the extent such taxes and assessments are not the obligation of the Tenant under the Net Lease to pay; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liableliable (to the extent such utility charges are not the obligation of the Tenant under the Net Lease to pay), if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; and (iv) all amounts payable under brokerage agreements and Operating Agreements, pursuant to the terms of this Agreement; (v) all amounts payable by the landlord under articles 34(f), 35 and 37 of the Net Lease and (vi) any other operating expenses or other items pertaining to the Property (to the extent the same are not the obligation of the tenant under the Net Lease to pay) which are customarily prorated between a purchaser and a seller in the area county in which the Property is located. (b) Notwithstanding anything contained in the foregoing provisionsSection 4.4(a) hereof: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted by Seller with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid by Seller at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable by Seller during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(d) hereof; (iii) Charges referred to in Section 4.5(a4.4(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller; (iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay one or more or all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (v) Seller shall be responsible for the payment of all tenant improvement costs and leasing commissions with respect to the Net Lease, if any, that arose in the period prior to the Effective Date. Purchaser shall be responsible for the payment of all other Tenant Inducement Costs and leasing commissions (including the override commissions earned by Xxxxxxx & Wakefield pursuant to its exclusive agency agreement with Seller) with respect to the relocation of Xxx Xxxxxxxxx & Company from the Tower, the prospective New York Academy of Sciences (“NYAS”) lease, and any other new leases. Notwithstanding the foregoing, Seller shall reimburse Purchaser for the Excess Costs (as defined below) with respect to not more than 50,000 rentable square feet in the South Building, but only to the extent that Purchaser’s Tenant Inducement Costs and leasing commissions for such 50,000 rentable square feet exceed $3,000,000 (such excess hereinafter referred to as the “Excess Costs”), provided that in no event shall such reimbursement exceed $1,500,000. For purposes hereof, the term “Tenant Inducement Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder not later than 12 months after the Closing to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, base building costs, lease buyout or relocation costs, and moving, design, refurbishment and club membership allowances. The term “Tenant Inducement Costs” shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the date of Closing. In order to receive reimbursement of Excess Costs, Purchaser shall deliver evidence reasonably satisfactory to Seller that Purchaser has incurred the Excess Costs, and Seller shall promptly thereafter reimburse Purchaser therefor.

Credits and Prorations. (a) The following All income and expenses of the Properties shall be apportioned with respect to the Property as of 12:01 a.m., a.m. on the day of Closing, Closing as if Purchaser Buyer were vested with title to the Property Properties during the entire day upon which Closing occurs. Such prorated items include without limitation the following: (i) rents, if anyRents for the calendar month in which Closing occurs, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable determined by tenants under the Leases)Seller's rent roll; (ii) taxes and assessments (including personal property taxes on the Personal Property) and assessments levied against the PropertyProperties; (iii) payments under the Operating Agreements; (iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable with respect to leases entered into, renewed or extended after the date hereof under brokerage agreements and Operating Agreements; and (v) any other operating expenses or other items pertaining to the each Property which are customarily prorated between a purchaser buyer and a seller in the area County in which the such Property is located. (b) Notwithstanding anything contained in the foregoing provisions:Section 4.4(a) hereof (i) At Closing, (A) Seller shall, at Seller’s 's option, either deliver to Purchaser Buyer any security deposits Security Deposits actually held by Seller pursuant to the Leases Lease or credit to the account of Purchaser Buyer the amount of such security deposits Security Deposits (to the extent such security deposits are Security Deposits have not been applied against delinquent rents Rents or otherwise as provided in the LeasesLease), and (B) Purchaser Buyer shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the each Property, or, at Seller’s 's option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.; (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for due and payable during the current year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing., subject to the provisions of Section 4.4(d) hereof. Buyer shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (iii) Charges As to utility charges referred to in Section 4.5(a4.4(a)(iii) hereof which are payable by any tenant hereof, Seller may upon notice to a third party Buyer elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Purchaser Seller's obligation to pay such item directly in such case shall accept title subject to survive the Closing or any termination of such charges unpaid and Purchaser this Agreement; (iv) Buyer shall look solely to the tenant be responsible therefor for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and Leasing Commissions (as hereinafter defined) which become due and payable (whether before or after Closing) as a result of any new Lease, or renewals, amendments or expansions of the same.existing Lease, signed after the Effective Date and, if required, approved or deemed approved in accordance with Section 5.3(b) hereof; and (B) all Tenant Inducement Costs and Leasing Commissions with respect to new Leases, or renewals, amendments or expansions of the existing Lease, signed or entered into from and after the date of Closing. The term "Tenant Inducement Costs" shall mean any payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment, free rent, and club membership allowances. The term "Leasing Commissions" includes all expenses connected with or arising out of the negotiation, execution and delivery of the Leases executed after the Effective Date, including brokers' commissions and leasing fees;

Credits and Prorations. (a) The following shall be apportioned with respect to the Property Property, as set forth in greater detail in Section 4.4(b) below, as of 12:01 a.m., on the day of ClosingClosing Date (the “Cut-Off Time”), as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (iiiii) payments under the Operating Agreements; (iviii) water, gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to ClosingClosing (but subject to later readjustment as set forth below); (iv) all Receivables including, without limitation, receivables accrued in connection with hotel reservations, the use of guest rooms, banquet and meeting room receivables (including any cancellation fees due to Seller in connection with any of the foregoing) as reflected on the city ledger, guest ledger or any other receivable ledger shall be purchased by Purchaser at the Closing without adjustment or allowance for uncollectable accounts; provided that, (A) Seller shall receive a credit at Closing to the Purchase Price in an amount equal to (1) 100% of all credit card Receivables outstanding as of the Closing Date, plus (2) 95% of all other outstanding Receivables as of the Closing Date. Notwithstanding any provision of this Agreement to the contrary, there shall not be any post-Closing true-up in Receivables irrespective of the amount actually collected by Purchaser from and after the Closing Date; (v) All fixed monthly rent, additional rent, escalation rent, percentage rent and other sums payable under any Lease or similar agreement for use of space at the Hotel (collectively, “Rent”) in accordance with Section 4.4(b)(xi) below; (vi) advance deposits; (vii) management fees pursuant to the Management Agreement and the Colony Club Agreement; (viii) operational and/or occupancy taxes; (ix) charges and fees paid or payable for licenses and permits transferred by Seller to Purchaser; (x) accounts payable of the Hotel; and (vxi) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is locatedfor comparable hotel properties including, without limitation, any prepaid expenses. (b) Notwithstanding anything contained in the foregoing provisions: (i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or shall receive a credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller for all refundable cash or other deposits posted with utility companies serving the PropertyProperty or any governmental agencies or authorities or posted pursuant to any Operating Agreement, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing. All necessary adjustments shall be made within fifteen (15) business days after the tax bxxx for the current year is received. Seller retains the right to commence, continue and settle any proceeding to contest any taxes for any taxable period which encompasses any period prior to the date of the Closing, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings. (iii) Charges Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (iv) As to gas, electricity and other utility charges referred to in Section 4.5(a4.4(a)(iii) hereof which are payable by any tenant above, Seller may, on notice to a third party Purchaser, elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Purchaser Seller’s obligation to pay such item directly in such case shall accept title subject survive the Closing. (v) At Closing, the Purchase Price shall be adjusted to provide Seller with a credit equal to the sum of (1) the aggregate acquisition cost of all retail inventory held as of the Closing Date for resale at the Hotel or any space therein conducting retail sales including without limitation, the spa and the gift shop, plus (2) the aggregate acquisition cost of such charges unpaid all Unopened Inventory (other than retail inventory described in (1) above) of the Hotel as of the Closing Date. As of the date immediately prior to the date of Closing, Seller and Purchaser shall look solely jointly conduct or cause the Manager to conduct an inventory of all applicable inventories at the Hotel and shall deliver a written report thereon to Seller and Purchaser. (vi) At Closing, Seller shall receive (or receive a credit in an amount equal to) all revenue (after the settlement of applicable commissions and/or costs) relating to vending machines in the Hotel up until the Cut-Off Time. (vii) Revenues from the Hotel guest rooms (other than those set forth in clause (x) below) occupied on the evening immediately preceding the date of Closing, including any sales taxes, room taxes and other taxes charged to guests in such rooms with respect to the tenant responsible therefor evening immediately preceding the date of Closing shall be divided equally between Seller and Purchaser (where a complete meeting package (“CMP”) guest is staying on a CMP rate, the food and beverage revenues shall be allocated based on whether the applicable meal or service occurred before or after the Cut-Off Time); provided, however, that to the extent that Manager records in the ordinary course the times at which food and beverage sales, telephone, facsimile or data communication, in-room movie, laundry, and other services are ordered by guests, then the same shall be allocated between Seller and Purchaser based on when orders for the payment same were received, with orders originating prior to the Cut-Off Time being allocable to Seller, and orders originating after the Cut-Off Time being allocable to Purchaser. All revenues from restaurants and other service operations conducted at the Property shall be allocated based on whether the same accrued before or after the Cut-Off Time as described in the preceding sentence, and Seller shall cause the Manager to separately record sales occurring before and after the Cut-Off Time at the Property. The foregoing amounts are referred to collectively as “Guest Revenues”. Notwithstanding the foregoing, all revenues from any bars and lounges at the Property shall be prorated based on the actual closing time for such bar or lounge. For example, if such bar or lounge closes at 2 a.m. on the Closing Date, Seller shall retain the revenues from such services and operations even such revenues were generated two (2) hours after the Cut-Off Time. (viii) Revenues from conferences, receptions, meetings, and other functions occurring in any conference, banquet or meeting rooms in the Hotel, or in any adjacent facilities owned or operated by Seller, including usage charges and related taxes, food and beverage sales, valet parking charges, equipment rentals, and telecommunications charges, shall be allocated between Seller and Purchaser, based on when the function therein commenced, with (1) one-day functions commencing prior to the Cut-Off Time being allocable to Seller, (2) functions commencing after the Cut-Off Time being allocable to Purchaser, and (3) multi-day functions being allocated between Seller and Purchaser according to when the event commences and is scheduled to end. The foregoing amounts are referred to collectively as “Conference Revenues.” (ix) Purchaser shall receive a credit at Closing in an amount equal to one hundred percent (100%) of all advance deposits that shall have been received by or credited to Seller prior to the Cut-Off Time on account of reservations for use or occupancy of the sameProperty after the Cut-Off Time. (x) To the extent not actually collected by Seller or Manager prior to the Cut-Off Time, all Guest Revenues and Conference Revenues allocated to Seller hereunder and not paid in cash prior to the Cut-Off Time, including the city ledger, guest ledger and any other receivable ledgers, shall together constitute Receivables hereunder and shall be purchased by Purchaser at Closing in their entirety. On account of Purchaser’s purchase of the Receivables, Seller shall receive a credit at Closing in an amount equal to the amount of the Receivables based on the amount reflected in the books of the Manager, as apportioned between Seller and Purchaser in accordance with this Section 4.4. After Closing, Purchaser shall have the exclusive right to collect all Receivables, and Seller shall have no further rights or interests therein. Purchaser shall have no right to any adjustment to the prorations with respect to the Receivables on or after Closing, for inability to collect outstanding Receivables or otherwise. (xi) Rent shall be prorated as of the Closing Date. (xii) Purchaser shall be entitled to a credit for all unapplied and refundable security and other deposits retained by Seller as of the Closing Date with respect to any Leases at the Hotel. (xiii) Seller shall be responsible for all wages and other amounts owed to Manager’s employees at the Property relating to the period prior to the Cut-Off Time and Purchaser shall be responsible for all wages and other amounts due to employees at the Property relating to the period after the Cut-Off Time. The obligation to pay or reimburse the Manager for the wages, salaries, and other benefits of employment of employees of Manager, together with applicable employment and withholding taxes of such employees, shall be allocated between Purchaser and Seller as follows: