Common use of Credits and Prorations Clause in Contracts

Credits and Prorations. (a) If the transaction closes before 2:00 P.M. Eastern time on the Closing Date, all income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., on the Closing Date, as if Purchaser were vested with ownership of the Property during the entire Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods preceding the Closing Date. If the transaction closes after 2:00 P.M. Eastern Time on the Closing Date, all income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., on the day after the Closing Date, as if Purchaser were vested with ownership of the Property during the entire day after the Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods preceding the day after the Closing Date. 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: (1) rents, if any, 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 Leases other than refundable deposits, application fees, late charges, pet charges and termination payments (of which deposits and termination payments shall be treated as set forth in Section 4.4(b)(1) but such other amounts shall be retained by Seller); (2) 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) hereof; (3) payments under the Service Contracts, which shall not include any “key” or “door” money; (4) Seller utilizes the services of RUBS (residential utility billing service) to collect certain utility payments from tenants. All RUBS monies which have accrued to the credit of Seller which are unpaid at the Close of Escrow shall be credited to Seller. All other utility service charges for electricity, heat and air conditioning service which are expenses of the Property (not of individual tenants), other utilities, taxes (other than real estate and personal property taxes) such as rental taxes, other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business or the management and operation of the Property shall be prorated on an accrual basis. Seller shall pay all such expenses that accrue prior to the Close of Escrow and Buyer shall pay all such expenses accruing on the Close of Escrow and thereafter. To the extent possible, Seller and Buyer shall obtain xxxxxxxx and meter readings as of the Close of Escrow to aid in such prorations; (5) if applicable, annual assessments or similar periodic charges under any private covenants, conditions, restrictions or easements affecting the Property; and (6) 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: (1) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any unforfeited resident deposits shown on the Rent Roll or credit to Purchaser the amount of such unforfeited resident deposits and any interest thereon, (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at 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; provided that Purchaser and Seller will cooperate so that utility service to the Property is not interrupted; and (C) Purchaser shall receive a credit for the any termination payment equal to the unamortized amount thereof as of the Closing Date. For the purposes of this Section 4.4(b)(1) the term “unforfeited resident deposits” means any refundable resident deposits which are held by Seller and which Seller has not applied, and is not entitled to apply, against delinquent rents, property damage or otherwise; (2) 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 upon the availability of the final tax bills. (3) Gas, electricity and other utility charges which are payable by any tenant to a third party shall not be apportioned hereunder, except as to the RUBS payments described in Section 4.4(a)(5). (4) Seller shall pay in full prior to the Closing all leasing commissions and locators’ and finders’ fees, if any, due to leasing or other agents (pursuant to a contractual arrangement with Seller) for each Lease entered into by Seller prior to the Closing Date promptly when due. Trade payables in the nature of open accounts payable to trade vendors or suppliers and all other accounts payable which have accrued prior to the Closing Date shall be the obligation of Seller. (5) 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. 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; and (6) If after Closing any ad valorem taxes or other assessments with respect to the Property are or become due for the year of Closing or prior years, then Seller shall pay to Purchaser, within ten (10) days following receipt of Purchaser’s statement therefor, (i) the full amount of such additional taxes for any year prior to the year of Closing and (ii) Seller’s share of any such additional taxes for the year of Closing, prorated in the manner set forth above; and such obligation of Seller shall not merge with the deed(s) to be delivered hereunder but shall survive the Closing. (c) The provisions of this Section 4.4 shall survive Closing.

Credits and Prorations. (a) If the transaction closes before 2:00 P.M. Eastern time on the Closing Date, all All income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M.11:59 p.m., on the date prior to the Closing Date, as if Purchaser were vested with ownership of title to the Property during the entire Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods the day preceding the Closing Date. If Date and the transaction closes after 2:00 P.M. Eastern Time on the Closing Date, all income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., on the day after the Closing Date, as if Purchaser were vested with ownership of the Property during the entire day after the Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods preceding the day after the Closing DateDate and thereafter. Items (1)-(51)-(4) below will be prorated at the Closing utilizing the information known at that time. A post-closing “true-up” shall take place within ninety one hundred twenty (90120) days of the Closing Date to adjust the prorations of said items (1), (3), (4) and (54), if necessary, and within a reasonable time to adjust the proration of said item items (1) and (2), if necessary. Such prorated items shall include, without limitation, the following: (1) rents, additional rents, common area maintenance charges, charges for taxes and insurance premiums or for escalations thereof, if any, based on property operating expense contributions, and other income of the amount Property (other than any unapplied Security Deposits) collected for the current month. The term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases other than refundable deposits, application fees, late charges, pet charges and termination payments (of which deposits and termination payments shall be treated as set forth in Section 4.4(b)(1) but such other amounts shall be retained by Seller); (2) 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) hereof; (3) payments under the Designated Service ContractsContracts (and to the extent any rebate or concession payable to Seller under any Designated Service Contract has accrued before the Closing but has not been paid to Seller, which Seller shall not include any “key” or “door” money;receive a credit for such accrued amounts at the Closing); and (4) Seller utilizes the services of RUBS (residential gas, electricity and other utility billing service) to collect certain utility payments from tenants. All RUBS monies which have accrued charges attributable to the credit of Property for which Seller which are unpaid is liable, if any, such charges to be apportioned at the Close of Escrow shall be credited to Seller. All other utility service charges for electricity, heat and air conditioning service which are expenses Closing on the basis of the Property (not of individual tenants), other utilities, taxes (other than real estate and personal property taxes) such as rental taxes, other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business or the management and operation of the Property shall be prorated on an accrual basis. Seller shall pay all such expenses that accrue most recent meter reading occurring prior to the Close of Escrow and Buyer shall pay all such expenses accruing on the Close of Escrow and thereafter. To the extent possible, Seller and Buyer shall obtain xxxxxxxx and meter readings as of the Close of Escrow to aid in such prorations; (5) if applicable, annual assessments or similar periodic charges under any private covenants, conditions, restrictions or easements affecting the Property; and (6) 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 locatedClosing. (b) Notwithstanding anything contained in the foregoing provisions: (1) At the Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any unforfeited resident deposits shown on the Rent Roll or shall credit to Purchaser a sum equal to the amount aggregate of the unapplied security and other deposits under the Leases which are in the form of cash. (2) At the Closing, to the extent such unforfeited resident deposits and any interest thereonare transferred to Purchaser pursuant to Section 4.2(c) above, (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Real Property, or, at 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; provided that Purchaser and Seller will cooperate so that utility service to the Real Property is not interrupted; and (C) Purchaser shall receive a credit for the any termination payment equal to the unamortized amount thereof as of the Closing Date. For the purposes of this Section 4.4(b)(1) the term “unforfeited resident deposits” means any refundable resident deposits which are held by Seller and which Seller has not applied, and is not entitled to apply, against delinquent rents, property damage or otherwise;. (23) Any ad valorem taxes paid at or prior to the 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 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 Closing, 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 tax year differ from the amount apportioned at the Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following the Closing upon the availability of the final tax billsbills (or upon the availability of reasonable evidence of such other amounts). (34) Gas, electricity and other utility charges referred in Section 4.4(a)(4) above which are payable directly by any tenant to a third party shall not be apportioned hereunder, except as and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the RUBS payments described in Section 4.4(a)(5). (4) tenant responsible therefor for the payment of the same. If Seller shall pay in full prior 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 which are non-delinquent (with respect to the Closing all leasing commissions and locators’ and finders’ fees, if any, due to leasing or other agents (pursuant to a contractual arrangement with Sellerreimbursement by such tenant) for each Lease entered into so paid by Seller prior to the Closing Date promptly when due. Trade payables in the nature of open accounts payable to trade vendors or suppliers and all other accounts payable which have accrued prior to the Closing Date shall be the obligation of 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, if Seller so elects, Seller shall make such payments prior to such amounts becoming delinquent), and to the extent Seller so elects 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 the Closing directly in such case shall survive the Closing. (6) The Tangible Personal Property and the Intangible Personal Property are included in this sale, without further charge. (7) Unpaid and delinquent rent rent, including, but not limited to, base rent, common area maintenance charges, charges for taxes and insurance premiums or for escalations thereof, or property operating expense contributions collected by Seller and Purchaser after the date of Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Real 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 the Closing and any period thereafter, and (b) if Purchaser collects any unpaid or delinquent rent from the Real 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 ClosingClosing Date. With respect to each respective Tenant, Seller and Purchaser agree that all rent received by Seller or Purchaser after the Closing shall be applied first to current rentals for the month in which such rent is received, and then then, any excess to delinquent rentals, if any, in inverse order of maturity (i.e., rent shall be applied to delinquent rentals with the shortest delinquency period prior to application to delinquent rentals with a longer delinquency period). Purchaser will make a good faith effort after the Closing to collect all rents in the usual course of Purchaser’s operation of the Real Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures (or to declare a default under any Lease) to collect delinquent rents; and. In the event there are any delinquent rents as of the Closing Date and the same are not collected by Purchaser and paid to Seller within ninety (90) days after the Closing Date, Seller shall have the right, upon written notice to Purchaser, to seek collection of such delinquent rents using commercially reasonable efforts, including litigation, and Seller agrees to identify itself in any correspondence with any such tenant and to notify such tenant that Seller is the prior landlord and prior owner of the Real Property and that its actions are not the actions of the current landlord and current owner of the Real Property, and Seller shall not seek to evict or otherwise affect any tenant’s possession of its premises or to place a lien upon such premises or upon any portion of the Property. (68) Subsequent to the Closing, but no later than ninety (90) If days after the Closing, Purchaser shall calculate the common area maintenance charges, charges for taxes and insurance premiums or for escalations thereof, or property operating expense contributions (collectively, “Operating Expense Pass-Throughs”) to be actually charged to each of the Tenants for the period of time commencing on January 1, 2005 and ending on the Closing any ad valorem taxes or other assessments Date (the “Pass Through Period”) and shall reconcile the Operating Expense Pass-Throughs reimbursements actually received from each such Tenant (collectively, “Reimbursement Amounts”) for the Pass Through Period with respect such actual amounts incurred for such Operating Expense Pass-Throughs and shall prepare and present to Seller a reconciliation of the same (with reasonable supporting documentation). Seller may inspect Purchaser’s books and records related to the Property are or become due to confirm such reconciliation. If the Reimbursement Amounts received from such Tenants for the year Pass Through Period exceed the actual Operating Expense Pass-Throughs chargeable to such Tenants for the Pass Through Period (“Excess Charges”), Purchaser shall refund such Excess Charges to the Tenants. If the Reimbursement Amounts received from the Tenants for the Pass Through Period shall be exceeded by the actual Operating Expense Pass-Throughs chargeable to such Tenants for the Pass Through Period (“Excess Additional Rent Expenses”), Purchaser shall xxxx and in good faith attempt to collect such Excess Additional Rent Expenses from the Tenants who owe such amounts and shall pay such Excess Additional Rent Expenses so collected to Seller within fifteen (15) days after the receipt thereof. Seller shall indemnify, defend and hold Purchaser harmless from and against any and all Claims, Losses, Damages and Expenses resulting from any amounts required to be refunded or credited to Tenants under the Leases (or claims of Tenants with respect thereto) because any Reimbursement Amounts actually received by Seller for the calendar years preceding the Closing or prior yearsDate and that portion of the Pass Through Period exceeded actual Operating Expense Pass Throughs for such respective periods (including such amounts arising from tax refunds received by Seller), then and absent instruction by Purchaser to the contrary, Seller shall pay directly to Purchaser, within ten (10) days following receipt of Purchaser’s statement therefor, (i) such Tenants such amounts which are payable to the full amount Tenants under the Leases and deliver to Purchaser evidence of such additional taxes for any year prior to the year of Closing and (ii) Seller’s share of any such additional taxes for the year of Closing, prorated in the manner set forth above; and such obligation of Seller shall not merge with the deed(s) to be delivered hereunder but shall survive the Closingpayment. (c) The provisions of this Section 4.4 shall survive the Closing.

Credits and Prorations. (a) If the transaction closes before 2:00 P.M. Eastern time on the Closing Date, all All income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., 11:59 p.m. (Eastern Standard time) on the day prior to the Closing Date, as if Purchaser were vested with ownership of title to the Property during the entire Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods the day preceding the Closing Date. If Date and the transaction closes after 2:00 P.M. Eastern Time on the Closing Date, all income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., on the day after the Closing Date, as if Purchaser were vested with ownership of the Property during the entire day after the Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods preceding the day after the Closing DateDate 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: (1) rents, if any, based on the amount collected for the current month; provided, however, that if the amount of rent collected for the current month is actually less than the monthly rents generated by operations at the Property averaged over the immediately preceding twelve (12) calendar months (the "T-12 Average Monthly Rent"), then the rent amount used in prorating rents for the month of the Closing shall be the T-12 Average Monthly Rent and not actual rents collected. For purposes of example only: If (A) the quotient derived by dividing (i) the sum of all monthly rental collections for the immediately preceding twelve (12) calendar months, by (ii) twelve (12) (said quotient being the T-12 Average Monthly Rent), exceeds (B) the amount of rent actually collected for the month in which the Closing occurs, then the parties shall use the T-12 Average Monthly Rent as the rent amount prorated for the month of the Closing. The term “"rents” " as used in this Agreement includes all payments due and payable by by, or received from, tenants under the Leases other than refundable deposits, application fees, reimbursement payments, late charges, pet and cleaning charges and termination payments (of which refundable deposits and termination payments shall be treated as set forth in Section 4.4(b)(1) ), but such other amounts shall be retained by Seller); (2) 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) hereof; (3) payments or amounts due under the Designated Service Contracts. To the extent any rebate, which concession or commission payable to Seller under any Designated Service Contract has accrued before Closing but has not been paid to Seller, Seller shall not include receive a credit for such accrued amounts at Closing; Seller shall retain any “key” lump sum payments, signing bonus or “door” moneysimilar payments received by Seller before Closing; (4) any concessions given to any tenants under the Leases that Seller utilizes the services of RUBS (residential utility billing service) agreed were to collect certain utility payments from tenants. All RUBS monies which have accrued be provided or delivered to the credit tenants following the Closing Date, including, but not limited to, the amount of Seller which are unpaid at any rebates, rental concessions, gift cards, non-monetary concessions (e.g., televisions bicycles, iPads, etc.), free rent periods, credits or setoffs given to any of the Close of Escrow tenants under the Leases (collectively, the “Concessions”), shall be credited to Seller. All other utility service charges for electricity, heat and air conditioning service which are expenses of settled at Closing by Seller giving Purchaser a credit against the Property (not of individual tenants), other utilities, taxes (other than real estate and personal property taxes) such as rental taxes, other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business or the management and operation of the Property shall be prorated on an accrual basis. Seller shall pay all such expenses that accrue prior Purchase Price equal to the Close actual cost to the landlord of Escrow and Buyer shall pay all such expenses accruing on the Close of Escrow and thereafter. To the extent possible, Seller and Buyer shall obtain xxxxxxxx and meter readings as of the Close of Escrow to aid in such prorations;Concessions. (5) gas, 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, annual assessments or similar periodic including, without limitation, water charges under any private covenantsnot yet due and payable to such utility provider at Closing, conditions, restrictions or easements affecting the Propertybut which amounts are customarily billed directly to Seller and reimbursed by tenants; and (6) 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: (1) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any unforfeited resident deposits shown on the Rent Roll or shall credit to Purchaser the amount of such unforfeited resident deposits as shown on the Rent Roll, and any interest thereon, (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at either party’s 's option, Purchaser shall contract directly with the utility companies and Seller shall be entitled to receive and retain such refundable cash and deposits; provided that Purchaser and Seller will cooperate so that utility service to the Property is not interrupted; and (C) Purchaser shall receive a credit for the any termination payment equal to the unamortized amount thereof as of the Closing Date. For the purposes of this Section 4.4(b)(1) the term “"unforfeited resident deposits” " means any refundable resident deposits which are held by Seller and which Seller has not applied, and is not entitled to apply, against delinquent rents, property damage or otherwise;otherwise in accordance with the applicable Lease. From and after the Effective Date, Seller will not apply any tenant deposits unless such tenant has already vacated the Property. (2) 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 are not been paid before Closingdue prior to the Closing Date, 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, 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 Closing upon 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. (3) Gas, electricity electricity, water and other utility charges referred to in Section 4.4(a)(4) above which are payable by any tenant directly to a third party shall not be apportioned hereunder, except as and Purchaser shall accept title subject to any of such charges which are unpaid and Purchaser shall look solely to the RUBS payments described in Section 4.4(a)(5)responsible tenant 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 prior to the Closing all leasing commissions and locators’ ' and finders’ ' fees, if any, due to leasing or other agents (pursuant to a contractual arrangement with Seller) for each Lease and Lease renewal entered into by Seller prior to the Closing Date promptly when due. Trade payables in the nature of open accounts payable to trade vendors or suppliers and all other accounts payable which have accrued prior to the Closing Date shall be the obligation of Seller. (57) 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 's operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents; and (6) If after Closing any ad valorem taxes or other assessments with respect to . Notwithstanding the Property are or become due for the year of Closing or prior yearsforegoing, then Seller shall pay have the sole right to Purchasercollect rents, within ten (10) days following receipt of Purchaser’s statement thereforif any, (i) the full amount of such additional taxes for any year prior to the year of Closing and (ii) Seller’s share of any such additional taxes for the year which are unpaid or delinquent as of Closing, prorated from tenants who are no longer in occupancy as of the manner set forth above; Closing (and Purchaser shall promptly deliver any such obligation of rents to Seller if received by Purchaser after Closing). (9) Seller shall not merge with the deed(sgrant rent concessions (whether monetary or non-monetary) to be delivered hereunder but shall survive any tenant without the Closingprior written consent of Purchaser. (c10) The provisions of this Section 4.4 Sections 4.4(a) and (b) shall survive Closing.

Credits and Prorations. (a) If the transaction closes before 2:00 12:00 P.M. Eastern time on the Closing Date, all income and expenses in connection with the operation of the Company and the Property shall be apportioned, as of 12:01 A.M., on the Closing Date, as if Purchaser were vested with ownership of the Property Membership Interest during the entire Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller (as owner of 100% of the outstanding membership interests in the Company) shall have the benefit of all income and the burden of all expenses for all periods preceding the Closing Date. If the transaction closes after 2:00 12:00 P.M. Eastern Time on the Closing Date, all income and expenses in connection with the operation of the Company and the Property shall be apportioned, as of 12:01 A.M., on the day after the Closing Date, as if Purchaser were vested with ownership of the Property Membership Interest during the entire day after the Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller (as owner of 100% of the outstanding membership interests in the Company) shall have the benefit of all income and the burden of all expenses for all periods preceding the day after the Closing Date. 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: (1) rents, if any, 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 Leases other than refundable deposits, application fees, late charges, pet charges and termination payments (of which deposits and termination payments shall be treated as set forth in Section 4.4(b)(1) but such other amounts shall be retained by Sellerremain the property of the Company); (2) 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)(24.4(b)(1) hereof; (3) payments under the Service Contracts, which shall not include any “key” or “door” money; (4) Seller utilizes the services of RUBS (residential utility billing service) to collect certain utility payments from tenants. All RUBS monies which have accrued to the credit of Seller which are and unpaid at the Close of Escrow shall be credited to Seller. All other utility service charges for electricity, heat and air conditioning service which are expenses of the Property (not of individual tenants), other utilities, taxes (other than real estate and personal property taxes) such as rental taxes, other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business or the management and operation of the Property shall be prorated on an accrual basis. Seller shall pay all such expenses that accrue prior to the Close of Escrow and Buyer shall pay all such expenses accruing interest on the Close of Escrow and thereafter. To the extent possible, Seller and Buyer shall obtain xxxxxxxx and meter readings as of the Close of Escrow to aid in such prorationsExisting Financing; (5) gas, electricity and other utility charges for which the Company is liable, if applicableany, annual assessments or similar periodic such charges under any private covenants, conditions, restrictions or easements affecting to be apportioned at Closing on the Propertybasis of the most recent meter reading occurring prior to Closing; and (6) 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: (1) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any unforfeited resident deposits shown on the Rent Roll or credit to Purchaser the amount of such unforfeited resident deposits and any interest thereon, (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at 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; provided that Purchaser and Seller will cooperate so that utility service to the Property is not interrupted; and (C) Purchaser shall receive a credit for the any termination payment equal to the unamortized amount thereof as of the Closing Date. For the purposes of this Section 4.4(b)(1) the term “unforfeited resident deposits” means any refundable resident deposits which are held by Seller and which Seller has not applied, and is not entitled to apply, against delinquent rents, property damage or otherwise; (2) Any ad valorem taxes 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, 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 then 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 Closing upon the availability of the final tax bills. (32) Gas, electricity and other utility charges referred to in Section 4.4(a)(4) above which are payable by any tenant to a third party shall not be apportioned hereunder, except as to the RUBS payments described in Section 4.4(a)(5). (43) Seller shall cause the Company to pay in full prior to the Closing all leasing commissions and locators’ and finders’ fees, if any, due to leasing or other agents (pursuant to a contractual arrangement with Sellerthe Company) for each Lease entered into by Seller the Company prior to the Closing Date promptly when due. Trade payables in the nature of open accounts payable to trade vendors or suppliers and all other accounts payable which have accrued prior to the Closing Date shall be the obligation of Seller. (54) Unpaid and delinquent rent collected by Seller and Purchaser the Company after the date of Closing shall be delivered as follows: (a) if Seller the Company 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 Property relating to the date of Closing and any period thereafter, the Company shall distribute any such rent pursuant to the provisions of the Restated Operating Agreement, and (b) if Purchaser the Company collects any unpaid or delinquent rent from the PropertyProperty relating to the period prior to the date of Closing, Purchaser the Company 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 Closinghereunder. Seller and Purchaser agree that all rent received by Seller or Purchaser the Company after the Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser The Company will make a good faith effort after Closing to collect all rents in the usual course of Purchaserthe Company’s operation of the Property, but Purchaser the Company will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents; and (6) If after Closing any ad valorem taxes or other assessments with respect to the Property are or become due for the year of Closing or prior years, then Seller shall pay to Purchaser, within ten (10) days following receipt of Purchaser’s statement therefor, (i) the full amount of such additional taxes for any year prior to the year of Closing and (ii) Seller’s share of any such additional taxes for the year of Closing, prorated in the manner set forth above; and such obligation of Seller shall not merge with the deed(s) to be delivered hereunder but shall survive the Closing. (c) The provisions of this Section 4.4 shall survive Closing.

Credits and Prorations. (a) If the transaction closes before 2:00 12:00 P.M. Eastern time on the Closing Date, all income and expenses in connection with the operation of the Company and the Property shall be apportioned, as of 12:01 A.M., on the Closing Date, as if Purchaser were vested with ownership of the Property Membership Interest during the entire Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller Sellers (as owner of 100% of the outstanding membership interests in the Company) shall have the benefit of all income and the burden of all expenses for all periods preceding the Closing Date. If the transaction closes after 2:00 12:00 P.M. Eastern Time on the Closing Date, all income and expenses in connection with the operation of the Company and the Property shall be apportioned, as of 12:01 A.M., on the day after the Closing Date, as if Purchaser were vested with ownership of the Property Membership Interest during the entire day after the Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller Sellers (as owner of 100% of the outstanding membership interests in the Company) shall have the benefit of all income and the burden of all expenses for all periods preceding the day after the Closing Date. 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: (1) rents, if any, 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 Leases other than refundable deposits, application fees, late charges, pet charges and termination payments (of which deposits and termination payments shall be treated as set forth in Section 4.4(b)(1) but such other amounts shall be retained by Sellerremain the property of the Company); (2) 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)(23.4(b)(1) hereof; (3) payments under the Service Contracts, which shall not include any “key” or “door” money; (4) Seller utilizes the services of RUBS (residential utility billing service) to collect certain utility payments from tenants. All RUBS monies which have accrued to the credit of Seller which are unpaid at the Close of Escrow shall be credited to Seller. All gas, electricity and other utility service charges for electricitywhich the Company is liable, heat and air conditioning service which are expenses if any, such charges to be apportioned at Closing on the basis of the Property (not of individual tenants), other utilities, taxes (other than real estate and personal property taxes) such as rental taxes, other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business or the management and operation of the Property shall be prorated on an accrual basis. Seller shall pay all such expenses that accrue most recent meter reading occurring prior to the Close of Escrow and Buyer shall pay all such expenses accruing on the Close of Escrow and thereafter. To the extent possible, Seller and Buyer shall obtain xxxxxxxx and meter readings as of the Close of Escrow to aid in such prorations; (5) if applicable, annual assessments or similar periodic charges under any private covenants, conditions, restrictions or easements affecting the PropertyClosing; and (65) 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: (1) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any unforfeited resident deposits shown on the Rent Roll or credit to Purchaser the amount of such unforfeited resident deposits and any interest thereon, (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at 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; provided that Purchaser and Seller will cooperate so that utility service to the Property is not interrupted; and (C) Purchaser shall receive a credit for the any termination payment equal to the unamortized amount thereof as of the Closing Date. For the purposes of this Section 4.4(b)(1) the term “unforfeited resident deposits” means any refundable resident deposits which are held by Seller and which Seller has not applied, and is not entitled to apply, against delinquent rents, property damage or otherwise; (2) Any ad valorem taxes 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, 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 then 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 Closing upon the availability of the final tax bills. (32) Gas, electricity and other utility charges referred to in Section 3.4(a)(4) above which are payable by any tenant to a third party shall not be apportioned hereunder, except as to the RUBS payments described in Section 4.4(a)(5). (43) Seller Sellers shall cause the Company to pay in full prior to the Closing all leasing commissions and locators’ and finders’ fees, if any, due to leasing or other agents (pursuant to a contractual arrangement with Sellerthe Company) for each Lease entered into by Seller the Company prior to the Closing Date promptly when due. Trade payables in the nature of open accounts payable to trade vendors or suppliers and all other accounts payable which have accrued prior to the Closing Date shall be the obligation of SellerSellers. (54) Unpaid and delinquent rent collected by Seller and Purchaser the Company after the date of Closing shall be delivered as follows: (a) if Seller the Company collects any unpaid or delinquent rent for the PropertyProperty relating to the date of Closing and any period thereafter, Seller the Company shall distribute any such rent pursuant to the provisions of the Restated Operating Agreement, and (b) if the Company collects any unpaid or delinquent rent from the Property relating to the period prior to the date of Closing, the Company shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser Sellers any such rent which Purchaser Sellers 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 Closinghereunder. Seller Sellers and Purchaser agree that all rent received by Seller or Purchaser the Company after the Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser The Company will make a good faith effort after Closing to collect all rents in the usual course of Purchaserthe Company’s operation of the Property, but Purchaser the Company will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents; and (6) If after Closing any ad valorem taxes or other assessments with respect to the Property are or become due for the year of Closing or prior years, then Seller shall pay to Purchaser, within ten (10) days following receipt of Purchaser’s statement therefor, (i) the full amount of such additional taxes for any year prior to the year of Closing and (ii) Seller’s share of any such additional taxes for the year of Closing, prorated in the manner set forth above; and such obligation of Seller shall not merge with the deed(s) to be delivered hereunder but shall survive the Closing. (c) The provisions of this Section 4.4 3.4 shall survive Closing.

Credits and Prorations. (a) If the transaction closes before 2:00 P.M. Eastern time on the Closing Date, all All income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., 11:59 p.m. (New York City local time) on the day prior to the Closing Date, as if Purchaser were vested with ownership of title to the Property during the entire Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods the day preceding the Closing Date. If Date and the transaction closes after 2:00 P.M. Eastern Time on the Closing Date, all income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., on the day after the Closing Date, as if Purchaser were vested with ownership of the Property during the entire day after the Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods preceding the day after the Closing DateDate 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: (1) rents, if any, based on the amount collected for the current month. The term “rents” as used in this Agreement includes all payments due and payable by by, or received from, tenants under the Leases other than refundable deposits, application fees, reimbursement payments, late charges, pet and cleaning charges and termination payments (of which refundable deposits and termination payments shall be treated as set forth in Section 4.4(b)(1) ), but such other amounts shall be retained by Seller); (2) 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) hereof; (3) payments or amounts due under the Project Service Contracts. To the extent any rebate, which concession or commission payable to Seller under any Project Service Contract has accrued before Closing but has not been paid to Seller, Seller shall not include receive a credit for such accrued amounts at Closing; Seller shall retain any “key” signing bonus or “door” moneysimilar payments received by Seller before Closing; (4) Seller utilizes the services of RUBS (residential utility billing service) to collect certain utility payments from tenants. All RUBS monies which have accrued to the credit of Seller which are unpaid at the Close of Escrow shall be credited to Seller. All gas, electricity, water and other utility service charges for electricitywhich Seller is liable, heat and air conditioning service which are expenses if any, such charges to be apportioned at Closing on the basis of the Property (not of individual tenants), other utilities, taxes (other than real estate and personal property taxes) such as rental taxes, other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business most recent meter reading occurring prior to Closing or the management most recent utility xxxx received by Seller, as applicable, including, without limitation, water charges not yet due and operation of the Property shall be prorated on an accrual basis. Seller shall pay all payable to such expenses that accrue prior utility provider at Closing, but which amounts are customarily billed directly to the Close of Escrow and Buyer shall pay all such expenses accruing on the Close of Escrow and thereafter. To the extent possible, Seller and Buyer shall obtain xxxxxxxx and meter readings as of the Close of Escrow to aid in such prorationsreimbursed by tenants; (5) if applicablesalaries, annual assessments or similar periodic charges under any private covenantsvacation pay, conditionssick pay, restrictions or easements affecting and employee benefit fund contributions, including pension and other earned benefits of the PropertyEmployees employed at the Property as of the Closing Date; and (6) 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: (1) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any unforfeited resident deposits shown on the Rent Roll or shall credit to Purchaser the amount of such unforfeited resident deposits as shown on the rent roll, and any interest thereon, (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at 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; provided that Purchaser and Seller will cooperate so that utility service to the Property is not interrupted; and (C) Purchaser shall receive a credit for the any termination payment equal to the unamortized amount thereof as of the Closing Date. For the purposes of this Section 4.4(b)(1) the term “unforfeited resident deposits” means any refundable resident deposits which are held by Seller and which Seller has not applied, and is not entitled to apply, against delinquent rents, property damage or otherwise;otherwise in accordance with the applicable Lease. (2) Any ad valorem taxes 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, 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 Closing upon promptly following the availability of the final tax bills. (3) Gas, electricity electricity, water and other utility charges referred to in Section 4.4(a)(4) above which are payable by any tenant directly to a third party shall not be apportioned hereunder, except as and Purchaser shall accept title subject to any of such charges which are unpaid and Purchaser shall look solely to the RUBS payments described in Section 4.4(a)(5)responsible tenant 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)(3) 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, water and other utility charges referred to in Section 4.4(a)(3) 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 prior to the Closing all leasing commissions and locators’ and finders’ fees, if any, due to leasing or other agents (pursuant to a contractual arrangement with Seller) for each Lease and Lease renewal entered into by Seller prior to the Closing Date promptly when due. Trade payables . (7) The Tangible Personal Property is included in this sale, without further charge, except that Purchaser shall pay to Seller or the applicable taxing authority the amount of any sales tax or other taxes payable in connection with the transfer of the Tangible Personal Property and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (8) In the event of any reduction in the nature assessed valuation of open accounts the Real Property for any fiscal year, the net amount of any tax savings, including any interest received from any taxing authority, after deduction of reasonable expenses (including legal and accounting fees) paid by the applicable party, shall (a) with respect to fiscal years (for real estate taxes) ending prior to the fiscal year in which the Closing Date occurs, be payable to trade vendors or suppliers Seller, (b) with respect to the fiscal year (for real estate taxes) in which the Closing Date shall occur, be adjusted between Seller and all other accounts payable which have accrued prior Purchaser as of the Closing Date so that the amount of such savings with respect to the period up to the Closing Date shall be payable to Seller and the obligation remaining amount shall be payable to Purchaser and (c) with respect to all fiscal years after the fiscal year in which the Closing Date occurs, be payable to Purchaser. Any such protest or proceeding which relates wholly to any period after the Closing Date shall be prosecuted by Purchaser. Any such protest or proceeding which relates in whole or in part to periods prior to the Closing Date may be prosecuted by Seller provided any settlement of Seller. (5) a protest or proceeding relating to a period from and after the Closing Date shall be subject to the consent of Purchaser, which consent shall not be unreasonably withheld or delayed. 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 (net of reasonable costs of collection incurred by Seller and equitably allocated to 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 (net of reasonable costs of collection incurred by Purchaser and equitably allocated to 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 then current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort for a period of six (6) months after Closing to collect all delinquent 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; and (6) If after Closing any ad valorem taxes or other assessments with respect to . Notwithstanding the Property are or become due for the year of Closing or prior yearsforegoing, then Seller shall pay have the sole right to Purchasercollect rents, within ten (10) days following receipt of Purchaser’s statement thereforif any, (i) the full amount of such additional taxes for any year prior to the year of Closing and (ii) Seller’s share of any such additional taxes for the year which are unpaid or delinquent as of Closing, prorated from tenants who are no longer in occupancy as of the manner set forth above; Closing (and Purchaser shall promptly deliver any such obligation of rents to Seller if received by Purchaser after Closing). After the Closing Seller shall not merge with the deed(s) be permitted to be delivered hereunder but shall survive the Closingcommence or maintain proceedings against any tenant in possession. (c9) The provisions of this Section 4.4 shall survive Closing.

Credits and Prorations. (a) If the transaction closes before 2:00 P.M. Eastern time on the Closing Date, all income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., on the Closing Date, as if Purchaser were vested with ownership of the Property during the entire Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods preceding the Closing Date. If the transaction closes after 2:00 P.M. Eastern Time on the Closing Date, all income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., on the day after the Closing Date, as if Purchaser were vested with ownership of the Property during the entire day after the Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods preceding the day after the Closing Date. 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: (1) rents, if any, 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 Leases other than refundable deposits, application fees, late charges, pet charges and termination payments (of which deposits and termination payments shall be treated as set forth in Section 4.4(b)(1) but such other amounts shall be retained by Seller); (2) 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) hereof; (3) accrued and unpaid interest on the Assumed Financing; (4) payments under the Service Contracts, which shall not include any “key” or “door” money; (45) Seller utilizes the services of RUBS (residential utility billing service) to collect certain utility payments from tenants. All RUBS monies which have accrued to the credit of Seller which are unpaid at the Close of Escrow shall be credited to Seller. All other utility service charges for electricity, heat and air conditioning service which are expenses of the Property (not of individual tenants), other utilities, taxes (other than real estate and personal property taxes) such as rental taxes, other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business or the management and operation of the Property shall be prorated on an accrual basis. Seller shall pay all such expenses that accrue prior to the Close of Escrow and Buyer shall pay all such expenses accruing on the Close of Escrow and thereafter. To the extent possible, Seller and Buyer shall obtain xxxxxxxx and meter readings as of the Close of Escrow to aid in such prorations; (56) if applicable, annual assessments or similar periodic charges under any private covenants, conditions, restrictions or easements affecting the Property; and (67) 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: (1) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any unforfeited resident deposits shown on the Rent Roll or credit to Purchaser the amount of such unforfeited resident deposits and any interest thereon, (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at 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; provided that Purchaser and Seller will cooperate so that utility service to the Property is not interrupted; and (C) Purchaser shall receive a credit for the any termination payment equal to the unamortized amount thereof as of the Closing Date. For the purposes of this Section 4.4(b)(1) the term “unforfeited resident deposits” means any refundable resident deposits which are held by Seller and which Seller has not applied, and is not entitled to apply, against delinquent rents, property damage or otherwise; (2) 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 upon the availability of the final tax bills. (3) Gas, electricity and other utility charges which are payable by any tenant to a third party shall not be apportioned hereunder, except as to the RUBS payments described in Section 4.4(a)(5). (4) Seller shall pay in full prior to the Closing all leasing commissions and locators’ and finders’ fees, if any, due to leasing or other agents (pursuant to a contractual arrangement with Seller) for each Lease entered into by Seller prior to the Closing Date promptly when due. Trade payables in the nature of open accounts payable to trade vendors or suppliers and all other accounts payable which have accrued prior to the Closing Date shall be the obligation of Seller. (5) 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. 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; (6) Seller shall receive a credit at Closing equal to the amount all reserves held by the holder of the Existing Mortgage Loan, including the tax and insurance escrows and any repair or replacement reserves, and such reserves shall thereafter be the property of Purchaser; and (67) If after Closing any ad valorem taxes or other assessments with respect to the Property are or become due for the year of Closing or prior years, then Seller shall pay to Purchaser, within ten (10) days following receipt of Purchaser’s statement therefor, (i) the full amount of such additional taxes for any year prior to the year of Closing and (ii) Seller’s share of any such additional taxes for the year of Closing, prorated in the manner set forth above; and such obligation of Seller shall not merge with the deed(s) to be delivered hereunder but shall survive the Closing. (c) The provisions of this Section 4.4 shall survive Closing.

Credits and Prorations. (a) If the transaction closes before 2:00 P.M. Eastern time on the Closing Date, all All income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M.11:59 p.m. (Atlanta, Georgia local time) on the day prior to the Closing Date, as if Purchaser were vested with ownership of title to the Property during the entire Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, that Seller shall have the benefit of all income and the burden of all expenses for all periods the day preceding the Closing Date. If Date and the transaction closes after 2:00 P.M. Eastern Time on the Closing Date, all income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., on the day after the Closing Date, as if Purchaser were vested with ownership of the Property during the entire day after the Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods preceding the day after the Closing DateDate 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 one year to adjust the proration of said item (2), if necessary. Such prorated items shall include, without limitation, the following: (1) rentsrents and late charges, if any, based on the amount collected for the current month. The term “rents” as used in this Agreement includes all payments due and payable by by, or received from, tenants under the Leases other than refundable deposits, application fees, late charges, pet fees and cleaning charges and termination payments (of which deposits refundable deposits, pet fees and termination payments shall be treated as set forth in Section 4.4(b)(1), but application fees and cleaning charges (if utilized to clean such unit) but such other amounts shall be retained by Seller); (2) 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) hereof; (3) property-specific payments to Seller or amounts due to Seller under the Designated Service ContractsContracts (including without limitation, which signing bonuses, rebates, concessions and commissions); provided all of such payments shall not include any “key” or “door” moneybe equitably prorated (with Purchaser receiving an appropriate credit) based on the length of the Designated Service Contract and the time period of ownership by Seller and Purchaser during such time; (4) Seller utilizes the services of RUBS (residential utility billing service) to collect certain utility payments from tenants. All RUBS monies which have accrued to the credit of Seller which are unpaid at the Close of Escrow shall be credited to Seller. All gas, electricity and other utility service charges for electricitywhich Seller is liable, heat and air conditioning service which are expenses if any, such charges to be apportioned at Closing on the basis of the Property (not of individual tenants), other utilities, taxes (other than real estate and personal property taxes) such as rental taxes, other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business or the management and operation of the Property shall be prorated on an accrual basis. Seller shall pay all such expenses that accrue most recent meter reading occurring prior to the Close of Escrow and Buyer shall pay all such expenses accruing on the Close of Escrow and thereafter. To the extent possible, Seller and Buyer shall obtain xxxxxxxx and meter readings as of the Close of Escrow to aid in such prorations; (5) if applicable, annual assessments or similar periodic charges under any private covenants, conditions, restrictions or easements affecting the PropertyClosing; and (65) 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: (1) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any unforfeited resident deposits shown on the Rent Roll or shall credit to Purchaser the amount of such unforfeited refundable resident deposits and any interest thereonpet fees as shown on the rent roll, and (B) Seller shall credit Purchaser for an equitable portion of any termination payments received after the Effective Date based on the percentage calculated by using the length which was remaining under such terminated lease as of the Closing Date divided by the total term of such lease; provided, however, termination payments for units that have been re-leased to residents as of the Closing Date shall not be credited to Purchaser and (C) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at 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; provided that Purchaser and Seller will cooperate so that utility service to the Property is not interrupted; . From and (C) Purchaser shall receive a credit for after the any termination payment equal Effective Date, Seller agrees not to the unamortized amount thereof as of the Closing Date. For the purposes of this Section 4.4(b)(1) the term “unforfeited resident deposits” means apply any refundable resident deposits to unpaid obligations under a lease unless such lease is terminated (in which are held by Seller event such applied resident deposit shall be treated as a termination fee after deducting any amounts to repair or clean the unit and which Seller has not applied, and is not entitled to apply, against delinquent rents, property damage or otherwise;shall be prorated per subsection (B) above). (2) Any ad valorem taxes 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, 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 Closing upon promptly following the availability of the final tax bills. (3) Gas, electricity and other utility charges referred to in Section 4.4(a)(4) above which are payable by any tenant to a third party shall not be apportioned hereunder, except as and Purchaser shall accept title subject to any of such charges which are unpaid and Purchaser shall look solely to the RUBS payments described in Section 4.4(a)(5)responsible tenant for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, but shall not have been reimbursed therefor by the time of Closing, and if Purchaser is reimbursed for such charges after Closing, a post-closing “true-up” shall take place within thirty (30) days after Purchaser is reimbursed for such charges. (4) 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. (5) Seller shall pay in full prior to the Closing all leasing commissions and locators’ and finders’ fees, if any, due to leasing or other agents (pursuant to a any contractual arrangement with Seller) for each Lease and Lease renewal entered into by Seller prior to the Closing Date promptly when due. Trade payables in the nature of open accounts payable to trade vendors or suppliers and all other accounts payable which have accrued prior to the Closing Date shall be the obligation of Seller. (56) The Tangible Personal Property is included in this sale, without further charge, except that Purchaser shall pay to Seller or the applicable taxing authority the amount of any sales tax payable in connection with the transfer of the Tangible Personal Property and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive closing. (7) 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 thirty (1530) 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 thirty (1530) 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 institute any lawsuit or other collection procedures to collect delinquent rents; and (6) If after Closing any ad valorem taxes or other assessments with respect to . Notwithstanding the Property are or become due for the year of Closing or prior yearsforegoing, then Seller shall pay have the sole right to Purchasercollect rents, within ten (10) days following receipt of Purchaser’s statement thereforif any, (i) the full amount of such additional taxes for any year prior to the year of Closing and (ii) Seller’s share of any such additional taxes for the year which are unpaid or delinquent as of Closing, prorated from tenants who are no longer in occupancy as of the manner set forth above; Closing (and Purchaser shall promptly deliver any such obligation of rents to Seller shall not merge with the deed(s) to be delivered hereunder but shall survive the if received by Purchaser after Closing). (c) 8) The provisions of this Section 4.4 shall survive Closing.

Credits and Prorations. (a) If the transaction closes before 2:00 P.M. Eastern time on the Closing Date, all All income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., 11:59 p.m. (Eastern Daylight time) on the day prior to the Closing Date, as if Purchaser were vested with ownership of title to the Property during the entire Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods the day preceding the Closing Date. If Date and the transaction closes after 2:00 P.M. Eastern Time on the Closing Date, all income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., on the day after the Closing Date, as if Purchaser were vested with ownership of the Property during the entire day after the Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods preceding the day after the Closing DateDate and thereafter. Items (1)-(5) below will be prorated at Closing utilizing the information known at that time. A post-closing “true-"true up” " shall take place within ninety (90) days of a reasonable time after the Closing Date to adjust the prorations proration of said items (not to exceed six (6) months from the Closing Date [except for ad valorem taxes and assessments, which shall be adjusted within one (1), (3), (4) and (5)month after receipt of the final bills therefor, if necessary, and within a reasonable time to adjust the proration of said item (2), later]) if necessary. Such prorated items shall include, without limitation, the following: (1) i. rents, if any, based on the amount actually collected for the current month. The term “"rents” " as used in this Agreement includes all payments due and payable by by, or received from, tenants under the Leases other than refundable deposits, application fees, late charges, pet charges and termination payments security deposits (of which security deposits and termination payments shall be treated as set forth in Section 4.4(b)(1) but such other amounts shall be retained by Seller4.4(b)(l )); (2) ii. 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) hereof; (3) iii. payments or amounts due under the Designated Service Contracts; iv gas, which shall not include any “key” or “door” money; (4) Seller utilizes the services of RUBS (residential utility billing service) to collect certain utility payments from tenants. All RUBS monies which have accrued to the credit of Seller which are unpaid at the Close of Escrow shall be credited to Seller. All electricity, water and other utility service charges for electricitywhich Seller is liable, heat and air conditioning service which are expenses if any, such charges to be apportioned at Closing on the basis of the Property (not of individual tenants), other utilities, taxes (other than real estate and personal property taxes) such as rental taxes, other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business most recent meter reading occurring prior to Closing or the management most recent utility bxxx received by Seller, as applicable, including, without limitation, water charges not yet due and operation of the Property shall be prorated on an accrual basis. Seller shall pay all payable to such expenses that accrue prior utility provider at Closing, but which amounts are customarily billed directly to the Close of Escrow and Buyer shall pay all such expenses accruing on the Close of Escrow and thereafter. To the extent possible, Seller and Buyer shall obtain xxxxxxxx and meter readings as of the Close of Escrow to aid in such prorations; (5) if applicable, annual assessments or similar periodic charges under any private covenants, conditions, restrictions or easements affecting the Propertyreimbursed by tenants; and (6) v. 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: (1) i. At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any unforfeited resident deposits shown on the Rent Roll or shall credit to Purchaser the amount of such unforfeited resident deposits all security deposits, and any interest thereon, (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 either party’s 's option, Purchaser shall contract directly with the utility companies and Seller shall be entitled to receive and retain such refundable cash and deposits; provided that Purchaser and Seller will cooperate so that utility service to the Property is not interrupted; and (C) Purchaser shall receive a credit for the any termination payment equal to the unamortized amount thereof as of the Closing Date. For the purposes of this Section 4.4(b)(14.4(b)(l) the term “unforfeited resident "security deposits” " means any refundable resident security deposits which are held were tendered by Seller tenants under the Leases listed on the Rent Roll attached as Schedule 1.1(e), and which Seller has not appliedapplied as of the Effective Date in accordance with the applicable Lease. Notwithstanding anything to the contrary contained herein, and is following the expiration of the Inspection Period, Seller shall not be entitled to apply, against delinquent rents, property damage or otherwise;apply a security deposit due to a default by a Tenant which is less than thirty (30) days old. (2) ii. 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, Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment appo1iionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have bxxx is not yet been fixed available shall be based upon the greater of (i) the prior year's tax bxxx 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 upon 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 shall be credited to Purchaser at Closing. (3) iii. Gas, electricity electricity, water and other utility charges referred to in Section 4.4(a)(4) above which are payable by any tenant directly to a third party shall not be apportioned hereunder, except as and Purchaser shall accept title subject to any of such charges which are unpaid and Purchaser shall look solely to the RUBS payments described in Section 4.4(a)(5)responsible tenant for the payment of the same. (4) iv. Seller shall pay in full prior to the Closing all leasing commissions and locators’ ' and finders’ ' fees, if any, due to leasing or other agents (pursuant to a contractual arrangement with Seller) for each Lease and Lease renewal entered into by Seller prior to the Closing Date promptly when due. Trade payables in the nature of open accounts payable to trade vendors or suppliers and all other accounts payable which have accrued prior to the Closing Date shall be the obligation of Seller. (5) v. The Tangible Personal Property is included in this sale, without further charge. vi. Unpaid and delinquent rent and reimbursements collected by Seller and Purchaser after the date of Closing shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent or reimbursements for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent or reimbursement which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if within ninety (90) days after Closing Purchaser collects any unpaid or delinquent rent or reimbursement from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent or reimbursement which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that all rent and reimbursements received by Seller or Purchaser after the Closing shall be applied first to current rentals and reimbursements and then to delinquent rentalsrentals and reimbursements, if any, in inverse order of maturity (i.e. any such collected rent shall be allocated to the most recent delinquent period first), and that any rent or reimbursements received by Purchaser more than ninety (90) days after Closing shall belong to Purchaser. Purchaser will make a good faith effort after Closing to collect all rents and reimbursements in the usual course of Purchaser’s 's operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents; andrents or reimbursements, nor shall Seller have any right to bring an action against or otherwise attempt to collect any delinquent amounts from existing tenants of the Property. (6) If after Closing any ad valorem taxes or other assessments with vii. With respect to the Property are or become due for the year of Closing or prior yearsany Contracts which Purchaser assumes at Closing, then Seller Purchaser shall pay to Purchaser, within ten (10) days following receipt of Purchaser’s statement therefor, (i) the full amount of such additional taxes for any year prior also receive a proration credit as to the year of Closing and (ii) Seller’s share unamortized portion of any such additional taxes for the year of Closing, prorated in the manner set forth above; and such obligation of signing bonus or similar payments received by Seller shall not merge with the deed(s) to be delivered hereunder but shall survive the before Closing. (c) viii. The provisions of this Section 4.4 shall survive Closing.