Common use of Items to be Prorated Clause in Contracts

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such taxes and assessments (the "TAX YEAR"). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are unpaid as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property All real estate taxes and general and special assessments upon on the Property for the current year. If tax refunds become available for periods prior to the Closing Date, such amounts shall be adjusted on an accrual basis and proratedpromptly paid to Seller. Except as set forth below, as of if any supplemental taxes are imposed against the Property after the Closing Date on which relate to any period in which Seller was the basis owner of the fiscal year for Property, Seller shall, promptly upon receipt of written demand from Buyer thereof, pay the same (or Seller's prorated portion thereof if any part of such supplemental taxes and assessments (relate to the "TAX YEAR"period after the Closing Date). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment Notwithstanding anything to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year contrary in which the Closing occursthis Agreement, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leases, other regular monthly revenue generated by the Property, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to set forth in the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) attached Rent Roll to Buyer on the Closing Date. No security deposits shall be applied to rents or forfeited to Seller after the date of the Agreement; provided, however, that notwithstanding the foregoing, Seller shall be permitted to apply security deposits to forfeited rents from tenants who have vacated their premises. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Seller shall provide a list of all such delinquencies to Buyer as of the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any leaseLease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy (other than an unlawful detainer proceeding after the Closing Date) against any tenant owing delinquent rents and any other amounts to Seller. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease and Buyer shall not be required to incur any out-of-pocket costs in connection therewith). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals Interest and any other payments, fees and charges owed under the ENCURC Ground Lease and Bond Documents, including, but not limited to, any amounts owed to the K▇▇▇ Ground LeaseCity of Stockton, the Indenture Trustee, the remarketing agent, loan administrator or any other party thereunder. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other All operating expenses (including expenses under any the "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as such that items of income and expense through the day prior to the Closing DateDate shall be allocated to Seller, and items of income and expense for the Closing Date and thereafter shall be allocated to Buyer: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such All real estate taxes and assessments (on the "TAX YEAR"). If the Closing shall occur before the real property tax rate Property for the Tax Year is fixed, the apportionment of taxes shall be made current year on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)per diem basis. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to SellerSeller within fifteen (15) days after receipt of the same by Buyer. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any damage remedy (but in no action for eviction or lease termination) against any tenant owing delinquent rents and any other amounts to Seller. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default in any lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding Reimbursement amounts due Seller under any reciprocal easement agreements affecting the foregoing, escalation rents and "pass throughs" Property shall be prorated in the same manner as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculationhereunder. (c) Rentals and other paymentsAll operating expenses, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including those under any "Service Agreements", as hereinafter defined, assigned hereunder)reciprocal easement agreements affecting the Property.

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as beginning of the applicable Closing Date (on the basis of the fiscal actual number of days elapsed over the applicable period): (a) All real estate taxes and assessments on the Property for the tax year (the “Current Tax Year”) in which the Closing occurs (with Seller and Buyer each being responsible for a pro rata share of such taxes and assessments (based upon the "TAX YEAR"number of days in such tax year occurring before the Closing Date, in the case of Seller, and on or after the Closing Date, in the case of Buyer). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes Seller shall be made on the basis of a good faith estimate of Seller responsible for all taxes and Buyer. After the real property taxes are finally fixed assessments for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment any tax year prior to the other based on such recalculationCurrent Tax Year. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if appliedHowever, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatementsolely responsible, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto). In no event shall Seller be charged with or be responsible responsible, for any increase in the taxes on the Property resulting from the sale of the Property contemplated hereby or from any improvements made or leases entered into on or after the Closing DateClosing. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming being allocated the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leasesExisting Lease. At the Final Closing, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit in Buyer an amount equal to to, all prepaid rentals for periods after the final Closing Date and all refundable security deposits (to the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are unpaid as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculationdeposits. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other All operating expenses with respect including any premiums for casualty and liability insurance relating to the Property for which Seller has paid, where the month in which the Closing occurs are determined, the apportionment term of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis insurance policy coverage continues after Buyer becomes a partial owner of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property (but not for periods continuing after Buyer has acquired all of the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (hProperty) Other operating expenses (including under any "Service Agreements"and insures Buyer, as hereinafter definedwell as Seller; however, assigned hereunderthere will be no prorations for debt service or payroll (because Buyer is not acquiring Seller’s financing or employees).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such All real estate taxes and assessments (the "TAX YEAR"). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be made on the basis Property payable in respect to the current fiscal year of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year applicable taxing authority in which the Closing occursDate occurs (the "Current Tax Year"). Such real estate taxes and assessments shall be prorated on a per diem basis based upon the number of days in the Current Tax Year prior to the Closing Date (which shall be allocated to Seller) and the number of days in the Current Tax Year on and after the Closing Date (which shall be allocated to Buyer). Upon the Closing Date and subject to the adjustment provided for above, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any be responsible for real estate tax abatement with taxes and assessments on the Property payable in respect to the Property which is applicable to Current Tax Year and all periods after the year Current Tax Year. However, in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto). In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into on at any time or after for any reason. In the Closing Date. If event that any assessments on the Property are payable in installments, then the installment for the current period Current Tax Year shall be prorated in the manner set forth above (with Buyer assuming the obligation to pay any installments due after the Closing Date). With respect to the Current Tax Year and all prior periods, Seller hereby reserves the right to institute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, and, in its sole discretion, to settle the same. Seller shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Current Tax Year shall belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Current Tax Year shall belong to and be the property of Buyer. All net tax refunds and credits attributable to the Current Tax Year shall be apportioned in the same manner as provided above for taxes and assessments for such Current Tax Year, after deducting all expenses, including attorneys' and consultants' fees and costs and disbursements, incurred in obtaining such refund, and if applicable, all amounts payable in connection therewith to tenants pursuant to Tenant Leases. Buyer agrees to cooperate with Seller in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of this subparagraph, including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consent or other documents, and the undertaking of any acts necessary for the collection of such refund by Seller. Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein. (b) All fixed and additional rentals under the leases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit charges and reimbursements received in an amount equal respect to all prepaid rentals for periods after the month in which the Closing Date occurs (the "Current Month"). Such rentals and all refundable security deposits other tenant charges and "Additional Rents" (to as defined below) for the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents Current Month which are unpaid have been received as of the Closing Date shall not be prorated on a per diem basis based upon the number of days in the Current Month prior to the Closing Date. Buyer Date (which shall include such delinquencies be allocated to Seller) and the number of days in its normal billing the Current Month on and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer which shall not be required allocated to litigate or declare a default in any leaseBuyer). To In addition, Seller shall be credited on the extent Closing Date with its share of (i) rents and other tenant charges and Additional Rents for the Current Month which have not been received as of the Closing Date and (ii) any "percentage-in- lieu" rent for the month of July (estimated to be $25,000) which has not been received as of the Closing Date (not customarily paid until the following month). All rentals and other tenant charges and Additional Rents received by Buyer receives rents on or from a tenant after the Closing Date, such payments Date shall first be applied first toward then current rent owed to the most recently accrued obligation of such tenant. After application as set forth above, Buyer in connection with shall promptly remit to Seller that portion of rentals and other tenant charges and Additional Rents received after the applicable lease Closing Date attributable to periods prior to the Current Month. Seller hereby reserves its right to institute an action against any tenant for which such payments are receiveddelinquent rentals and other tenant charges and Additional Rents attributable to periods prior to the Current Month, and any excess monies received Buyer shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered cooperate in such proceedings at no cost or expense to SellerBuyer. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants Tenants of the Property may be obligated to pay, as additional rent, certain percentage rent, escalations in base rent and pass-throughs of operating and similar expenses pursuant to the terms of the Tenant Leases (collectively, "Additional Rents"). (c) All operating expenses (including all charges under all contracts and agreements assumed by Buyer under the Assignment and Assumption Agreement). As to each service provider, operating expenses payable or paid to such service provider in respect to the billing period of such service provider in which the Closing Date occurs (the "Current Billing Period"), shall be prorated on a per diem basis based upon the number of days in the Current Billing Period prior to the Closing Date (which shall be allocated to Seller) and the number of days in the Current Billing Period on and after the Closing Date (which shall be allocated to Buyer), and assuming that all charges are incurred uniformly during the Current Billing Period. If actual bills for the Current Billing Period are unavailable as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" then such proration shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller made on an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be estimated basis based upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustmentmost recently issued bills. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The initial prorations and payments provided for in this Section 1.7 shall be made at Closing on the basis of the Closing Statement as prepared by the Seller Parties and submitted to the Buyer Parties for their review and approval at least five (5) Business Days prior to the Closing. The following shall be prorated between the Seller Parties and the Buyer Parties as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period), with the Buyer Parties being deemed to be the owner of each Target Property during the entire day on the Closing Date and being entitled to receive all operating income of the Target Properties, and being obligated to pay all operating expenses of the Target Properties, with respect to the Closing Date: (ai) Real All non-delinquent real estate and personal property taxes Taxes and general and special assessments upon on the Property Target Properties for the current year. The Seller Parties shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such taxes and assessments (the "TAX YEAR"). If the Closing shall occur before the real property tax rate responsible for the Tax Year is fixed, the apportionment payment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect and personal property Taxes that are delinquent before Closing. If any assessments on the Target Properties are payable in installments, then the installment allocable to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement current period shall be prorated through (with the Buyer Parties being allocated the obligation to pay any installments due on or after the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds theretoDate). In no event shall the Seller Parties be charged with or be responsible for any increase in the taxes Taxes on the Property any Target Properties resulting from the sale contemplated by this Agreement, any change in use of the Property Target Properties on or after the Closing Date, or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (bii) All fixed and additional rentals rentals, including without limitation any percentage rent, common area maintenance charges and escalation rent, under the leasesTarget Property Leases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leasesexcept as hereinafter provided) and other tenant charges. Seller The Buyer Parties shall deliver or provide receive a credit against the Cash Consideration in an amount equal to all prepaid rentals for periods on or after the Closing Date and all refundable cash security deposits (to the extent the foregoing are held were made by Seller tenants under the Target Property Leases and are not applied or forfeited prior to the Closing DateClosing). The Seller Parties shall also transfer to the Buyer Parties any security deposits that are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer Parties’ cost (including the Buyer Parties’ payment of any third party transfer fees and expenses); if any of the SD Letters of Credit is not transferable (each a “Non-Transferable Letter of Credit”), the Seller Parties shall request the tenants obligated under the Non-Transferable Letters of Credit to cause new letters of credit to be issued in favor of the Buyer on Parties in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer Parties by Closing, the Buyer Parties shall diligently pursue such replacement after Closing. If any transferable SD Letter of Credit cannot be transferred as of the Closing Date, the Seller Parties shall use reasonable efforts to pursue the transfer thereof and deliver the applicable transfer forms to the Buyer Parties as soon as practicable following the Closing. In the case of any Non-Transferable Letter of Credit or transferable SD Letter of Credit that cannot be transferred or replaced as of the Closing Date, from and after the Closing until such time as the applicable SD Letters of Credit are replaced or transferred, the Seller Parties shall hold such SD Letters of Credit in trust for Buyer and take all reasonable action, as directed by the Buyer Parties and at the Buyer Parties’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Target Property Lease, and in consideration of the Seller Parties’ agreement as aforesaid, the Buyer Parties shall indemnify, defend and hold the Seller Parties harmless from any Liability resulting from an alleged wrongful drawing upon any of the SD Letters of Credit on or after the Closing at the Buyer Parties’ direction. If the Closing shall occur, the Seller Parties shall promptly reimburse the Buyer Parties following written demand for any actual out of pocket damages incurred by the Buyer Parties as a result of any misappropriation of the SD Letters of Credit by the Seller Parties on or after the Closing Date or any misappropriation of any funds drawn thereon by the Seller Parties on or after the Closing Date, unless any of the foregoing actions are taken pursuant to the direction of the Buyer Parties. A list of the unapplied tenant security deposits under the Target Property Leases as of the date hereof is set forth on Section 1.7(a)(ii) of the Seller Disclosure Letter. Rents which that are unpaid delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Rather, the Buyer Parties shall cause any such delinquent rent (or payable but unpaid rent) for the period prior to the Closing to be remitted to the Seller Parties if, as and when collected, pursuant to the terms of this Agreement. At the Closing, the Seller Parties shall deliver to the Buyer Parties a schedule of all such delinquent or payable but unpaid rent. Additionally, there shall be no proration of any rent that a tenant under a Target Property Lease delivers to either the Buyer Parties or the Seller Parties and that such tenant has expressly identified in writing, at the time of such delivery, as constituting payment or rent due for a month or other period prior to the month in which the Closing occurs (“Identified Pre-Closing Rent”). If the Buyer Parties receive any such Identified Pre-Closing Rent, the Buyer Parties shall cause such Identified Pre-Closing Rent to be remitted to the Seller Parties if, as, and when collected. Until the date that is nine (9) months after the Closing, the Buyer Parties shall include such delinquencies (or unpaid amounts) in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but the Buyer Parties shall not be required to litigate or declare a default in under any lease). To the extent Buyer receives rents on Target Property Lease or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer pursue any other action or remedy in connection with the applicable lease for which recovery from tenants of such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. With respect to delinquent rents and any other amounts delinquencies or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).unpaid

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date:Date (with Buyer being allocated items for the Closing Date itself): (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such All real estate taxes and assessments (on the "TAX YEAR"). If the Closing shall occur before the real property tax rate Property and Personal Property assessments for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)current year. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leases, Leases and refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant chargesdeposits. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held were made by Seller tenants under the tenant leases and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. If Seller is holding any letters of credit in lieu of cash security deposits, then, at closing, Seller shall either (i) assign such letters of credit to Buyer if the same are assignable, or (ii) if not assignable, Seller shall reasonably cooperate (at Buyer's expense) with Buyer to have such letters of credit reissued to Buyer. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing DateDate (and Seller shall provide a schedule at closing itemizing all such delinquent rentals). Buyer shall include such delinquencies in its normal billing and shall diligently use reasonable efforts to pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any leaseLease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease Lease for which such payments are received, and any excess monies received (net of Seller's share of reasonable third party costs of collection incurred by Buyer in connection therewith) shall be applied toward the payment of any delinquent rents, with Seller's share thereof thereof, if any, being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue an action against any tenant owing delinquent rents and any other amounts to Seller to collect such amounts, together with damages and the like as a result thereof (but in no event shall Seller have any right to institute eviction proceedings with respect thereto). Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding . (c) All utility costs and other normal and customary operating expenses. (d) On or before the foregoingClosing Date, escalation rents and "pass throughs" Seller shall pay or cause to be paid (or there shall be prorated as follows: At the end of the fiscal year in escrowed for payment at closing) all leasing and brokerage commissions which the Closing occurs are payable with respect to which escalation rents and "pass throughs" Leases affecting such Property executed prior to the date hereof, whether the same are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed due on or prior to the Closing Date or payable in installments subsequent thereto and including any portion thereof due upon any renewals of any such Lease or options to lease additional space but only if such renewal or additional space option commences prior to the denominator date of which is the total number of days in said fiscal year, and this Agreement. Buyer shall be entitled to assume the remaining portion payment of such rents. If Seller has received escalation rents or "pass throughs" all leasing and brokerage commissions which may hereafter become due with respect to (i) any renewals of any Leases or options to lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, additional space under any Leases if such excess shall be paid by Seller to Buyer within ten (10) business days renewals or additional space options are exercised and commence or arise after the date of such calculation. If this Agreement so long as Buyer has received escalation rents or "pass throughs" with respect to any lease copies of all commission agreements for such fiscal year in excess of renewals or additional space options during the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow AgreementDue Diligence Period, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect any Leases hereinafter executed prior to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses closing with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustmentBuyer's written consent. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a1) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for which such taxes and assessments are levied and assessed (the "TAX YEARTax Year"). For example, if the Closing Date occurs on July 1, 1999, the Seller will be responsible to pay (and Buyer shall receive a credit at Closing) for the full taxes for Tax Year 1998 (payable in 1999) and for 182/365 of the taxes for the year 1999 (payable in 2000). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer, but in no event less than 105% of the amount of taxes for the previous Tax Year. After the real property taxes are finally fixed for the 1998 Tax Year in which the Closing occursYear, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. The proration for the 1999 Tax Year shall be final. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b2) All fixed and additional rentals under the leasesleases (including, without limitation, percentage rentals based on the sales of the tenants), refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are unpaid as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any leaseLease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At subject to the end provisions of the fiscal year in which the Closing occurs with respect following sentence, (i) Seller shall be entitled to which retain all escalation rents and "pass throughs" are payable paid under each leasethe Leases during the 1998 calendar year and Buyer shall pay to Seller all "pass- throughs" and escalation rents received by Buyer but attributable to the calendar year 1998 promptly after receipt thereof; and (ii) for the calendar year 1999, there shall be a calculation of the portion of such the escalation rents and "pass-throughs" under the Leases to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal the calendar year 1999 with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year365, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received Notwithstanding the foregoing, at Closing, the parties shall estimate the amount by which the escalation rents or and "pass throughs" paid to Seller with respect to any lease the Leases for a fiscal year in excess each of the calendar years 1998 and 1999 exceeds the amount to which it Seller is entitled pursuant heretothereto, and Buyer shall receive a credit against the Purchase Price for the amount of such excess excess; provided, however, that Buyer shall be paid not receive a credit for any amounts previously refunded by Seller to tenants and with respect to which Seller provides Buyer within ten (10) business days after with such documentation as may reasonably be required by Buyer. Buyer and Seller shall recalculate the date amount of such calculation. If Buyer has received the escalation rents or and "pass throughs" with respect for the calendar year 1998 promptly after Closing (if such recalculation has not been made prior to any lease Closing) and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. The proration for such fiscal escalation rents and "pass throughs" for the 1999 calendar year shall be final. Seller shall receive a credit in excess an amount equal to the sum of (y) $10,000 for each month of the amount 1999 calendar year prior to the month in which it the Closing Date occurs, plus (z) the product of $10,000 multiplied by a fraction, the numerator of which is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of the Closing, and the denominator of which is the number of days in the month in which the Closing occurs, as the proration for percentage rents for the calendar year 1999 and such calculationproration shall be final. (c3) Rentals and other payments, under the ENCURC Toys "R" Us Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to be prorated as follows: (i) for the sum of the escrow balances held thereunder calendar year 1998, all escalation, percentage and "pass-through" rents that have not been paid to Seller on or before Closing shall be remitted to Seller by Buyer promptly after receipt thereof; and (ii) for calendar year 1999, (y) fixed rent and "pass-through" rents shall be prorated as of the Closing Date Date; and (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (iiz) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses percentage rentals shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses prorated in accordance with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunderparagraph 6(D)(1)(b).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of 11:59 p.m. on the day immediately preceding the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such All real estate taxes and assessments (on the "TAX YEAR"). If Property for the Closing shall occur before current year on a per diem basis based upon the real property most recent assessed valuation and promulgated tax rate for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)Property. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leases, refundable security deposits "Security Deposits" (together with interest on such deposits to the extent required by law or by the terms of the applicable leasesdefined below) and other tenant chargescharges actually paid by any tenant to Seller prior to Closing. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits Security Deposits (to the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Datedate which is two (2) business days prior to the expiration of the Due Diligence Period (Seller agreeing to give notice of any such application not later than two (2) business days prior to expiration of the Due Diligence Period) to Buyer on the Closing Date. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any leaseLease or otherwise commence any landlord right or remedy under any Lease). To the extent Seller pursues any delinquent rents Seller shall be entitled to retain any amounts received by Seller with respect thereto. To the extent either Seller or Buyer receives rents on or after the Closing DateDate (other than with respect to delinquent rents as aforesaid), such payments shall be applied first toward any reasonable third party costs of collection incurred by Buyer and then toward any then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rentsrents in the inverse order of delinquency, with Seller's share thereof being promptly delivered to SellerSeller and Buyer's share promptly delivered to Buyer. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to s▇▇ any tenant owing delinquent rents and any other amounts to Seller for damages (but Seller shall have no other right or remedy against any such tenants with respect to delinquent rent. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder at Seller's sole cost and expense (but shall not be required to litigate or declare a default in any lease (or otherwise commence any landlord right or remedy under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding To the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end extent that any Lease provides for any adjustment of the fiscal year in which previously paid estimated amounts of real estate tax or operating expense reimbursements on a date subsequent to the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each leaseDate, there shall be a calculation of the portion of such rents to which Seller shall be entitledentitled to receive, which portion or shall be equal responsible to a fractionpay (which obligation shall survive the Closing), as the numerator case may be (when such amounts are actually received or payable by Buyer), Seller's pro rata share of which is the number of days in said fiscal year with respect any such adjusted amounts that are applicable to each such lease which elapsed periods ending prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculationDate. (c) Rentals All normal and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other customary operating expenses (such expenses not including under any "Service Agreements", as hereinafter defined, assigned hereundertenant improvement costs or capital expenditures).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such All real estate taxes and assessments (on the "TAX YEAR")Property for the current year. If any assessments against the Closing shall occur before Property are payable in installments, then the real property tax rate installment for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement current period shall be prorated through (with Buyer assuming the obligation to pay any installments due after the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds theretoDate). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) The Seller shall pay to the Buyer, in cash at Closing, the amount of any (i) refundable deposits and (ii) pre-paid rentals for periods after the Closing, to the extent the foregoing was actually collected by Seller under the leases and not applied or forfeited prior to the Closing Date. (c) All fixed and additional rentals under the leases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) charge to Buyer on the Closing Date. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive or release any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default in any lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC MortgageAll operating expenses. (e) Interest under All utility deposits shall be, at Buyer's option, either purchased by Buyer from Seller or refunded to Seller by the New York Life Loan Documents. (f) utility company at Closing with new deposits made by Buyer. Seller shall assign to reasonably cooperate with Buyer its interest in having the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder meters read as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect maintaining uninterrupted service to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustmentProperty. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property All real estate taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such taxes and assessments (the "TAX YEAR"). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then respect to the installment for the current period Current Tax Year. Such real estate taxes and assessments shall be prorated on a per diem basis based upon the number of days in the Current Tax Year prior to the Closing Date (with Buyer assuming which shall be allocated to Seller) and the obligation to pay any installments due number of days in the Current Tax Year on and after the Closing DateDate (which shall be allocated to Buyer). Seller shall be responsible for real estate taxes and assessments on the Property payable in respect to periods prior to the Current Tax Year. Upon the Closing Date and subject to the adjustment provided for above, Buyer shall be responsible for real estate taxes and assessments on the Property payable in respect to the Current Tax Year and all periods after the Current Tax Year. (b) All fixed and additional rentals under the leases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit charges and reimbursements received in an amount equal respect to all prepaid rentals for periods after the month in which the Closing Date occurs (the “Current Month”). Such rentals and all refundable security deposits other tenant charges and “Additional Rents” (to as defined below) for the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents Current Month which are unpaid have been received as of the Closing Date shall not be prorated on a per diem basis based upon the number of days in the Current Month prior to the Closing Date. Buyer Date (which shall include such delinquencies be allocated to Seller) and the number of days in its normal billing the Current Month on and shall diligently pursue the collection thereof in good faith after the Closing Date (but which shall be allocated to Buyer). All rentals and other tenant charges and Additional Rents received by Buyer from a tenant after the Closing Date shall first be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall not promptly remit to Seller that portion of rentals and other tenant charges and Additional Rents received after the Closing Date attributable to periods prior to the Current Month, and if attributable to the Current Month, Seller’s share thereof in accordance with the proration set forth above. No person or entity (other than Buyer) shall institute an action against any tenant for delinquent rentals and other tenant charges and Additional Rents attributable to periods prior to the Current Month prior to the later of 90 days after the Closing Date and five business days after it gives Buyer written notice of such demand or action (and in no event shall Seller be required entitled to litigate take any action against a tenant which would result in a termination of any Tenant Lease or declare a default in any leasethe tenant’s right of occupancy thereunder). To Tenants of the extent Buyer receives rents Property may be obligated to pay, as additional rent, certain percentage rent, escalations in base rent and pass-throughs of operating and similar expenses pursuant to the terms of the Tenant Leases (collectively, “Additional Rents”). As to any Additional Rents that are based on estimates and that are subject to adjustment or reconciliation pursuant to the Tenant Leases after the Closing Date, Seller and Buyer shall “re-prorate” such payments Additional Rents (including any portions thereof that may be required to be refunded to tenants) at the time that such estimates are actually adjusted or reconciled pursuant to the terms of such Tenant Leases. Any amounts that may be due Seller as a result of such re-prorations shall be applied first toward then current rent owed paid by Buyer to Seller promptly after Buyer in connection with collects such amounts from the applicable lease for which such payments are receivedtenants, and any excess monies received shall amounts that may be applied toward due the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify tenants from Seller as a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion result of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess re-prorations shall be paid by Seller to Buyer within ten (10) business days promptly after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it written request therefor is entitled pursuant hereto, such excess shall be paid by Buyer delivered to Seller within ten (10) business days after the date of such calculationby Buyer. (c) Rentals Notwithstanding anything to the contrary herein, Additional Rents representing tenant reimbursements for real estate taxes and other paymentsassessments shall be prorated as follows: Seller shall be entitled to all such reimbursements payable prior to the Closing Date and Buyer shall be entitled to all such reimbursements payable on or after the Closing Date; provided that (1) if such reimbursements are payable on a monthly, under quarterly or annual basis, then the ENCURC Ground Lease reimbursement payable in the month, quarter or year, respectively, in which the Closing Date occurs shall be prorated based upon the number of days in such month, quarter or year that are prior to the Closing Date (as to Seller) and the K▇▇▇ Ground Leasenumber of days in such month, quarter or year that are on or after the Closing Date (as to Buyer), and (2) any adjustment (with respect to such a reimbursement) payable after the Closing Date shall be allocated in the same manner as the reimbursement itself. (d) Installments All operating expenses (including all charges under Service Contracts and other payments agreements assumed by Buyer under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement of Sale, Assignment and Assumption). As to each service provider, operating expenses payable or paid to such service provider in respect to the billing period of such service provider in which the Closing Date occurs (the “Current Billing Period”), shall be prorated on a per diem basis based upon the number of days in the Current Billing Period prior to the Closing Date (which shall be allocated to Seller) and the Releasing Expense Escrow Agreementnumber of days in the Current Billing Period on and after the Closing Date (which shall be allocated to Buyer), and to assuming that all charges are incurred uniformly during the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) Current Billing Period. If actual bills for the sum of the escrow balances held thereunder Current Billing Period are unavailable as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow accountDate, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of then such utilities, water or sewer meter charges or other operating expenses proration shall be made on an estimated basis based upon the basis most recently issued bills, subject to readjustment upon receipt of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustmentbills. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between the applicable Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period), with Buyer being deemed to be the owner of the Underlying Properties during the entire day on the Closing Date and being entitled to receive all operating income of the Underlying Properties, and being obligated to pay all operating expenses of the Underlying Properties, with respect to the Closing Date: (a) Real All non-delinquent real estate and personal property taxes and general and special assessments upon on each Underlying Property for the Property current year. The applicable Seller shall be adjusted on an accrual basis responsible for the payment of any real estate and prorated, as of personal property taxes that are delinquent before Closing. Seller shall also be responsible for any "escaped assessments" or other amounts due for the period prior to the Closing Date relating to any reassessment that is effective on the basis of the fiscal year for such taxes and assessments (the "TAX YEAR"). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment date prior to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly also be responsible for any "escaped assessments" or other amounts due for the period from and after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit Closing Date relating to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)reassessment. In no event shall any Seller be charged with or be responsible for any increase in the taxes on the Property Underlying Properties resulting from the sale of the Property contemplated by this Agreement or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property Underlying Properties are payable in installments, then the installment for allocable to the current period shall be prorated (with Buyer assuming being allocated the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leasesLeases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leasesexcept as hereinafter provided) and other tenant chargescharges shall be prorated between the applicable Sellers and Buyer as of the Closing Date on an accrual basis, based on the actual number of days in the month (quarter, year or other applicable period) during which the Closing Date occurs. The applicable Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing are held were made by Seller tenants under the Leases and are not applied or forfeited prior to the Closing DateClosing) to Buyer on the Closing Date. The applicable Seller shall also transfer to Buyer any security deposits which are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable; if any of the SD Letters of Credit are not transferable, the applicable Seller shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of Buyer by Closing, Buyer shall diligently pursue such replacement after Closing and the applicable Seller shall take all reasonable action, as directed by Buyer and at Buyer’s expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease, and in consideration of such Seller’s agreement as aforesaid, Buyer shall indemnify, defend and hold such Seller harmless from any liability, damage, loss, cost or expense resulting from an alleged wrongful drawing upon any of the SD Letters of Credit after the Closing. Rents which are unpaid delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Until the date that is 12 months after the Closing, Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in under any leaseLease). To the extent Buyer receives rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied first toward the rent (or other tenant charge) for the month in which the Closing occurs then current to the rent (or other tenant charge) owed to Buyer in connection with the applicable lease Lease or other document for which such payments are received, and any excess monies received shall be applied toward the payment of then to any delinquent rentsrents (or other tenant charges) owed to the applicable Seller, with such Seller's ’s share thereof being promptly delivered to such Seller; provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. Buyer may not waive any delinquent (or unpaid) rents nor or modify a lease Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which any Seller is entitled to receive a share of charges or amounts without first obtaining such Seller's ’s written consent. After such 12-month period, each Seller hereby reserves the right to pursue any remedy for damages against any tenant owing delinquent rents and any other amounts to such Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession). Buyer shall reasonably cooperate with each Seller, at no material out-of-pocket cost to Buyer, in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent or other uncollected rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property Underlying Properties as of the Closing Date, the applicable Seller shall retain all of the rights relating thereto. Notwithstanding . (c) When the foregoing, escalation rents and "pass throughs" shall be prorated actual amounts of “Reimbursable Tenant Expenses” (as follows: At hereinafter defined) for the end of the fiscal year in which the Closing occurs with respect have been determined and the annual reconciliation payments are due, Buyer shall use commercially reasonable efforts to which escalation rents and "pass throughs" are payable under each lease, there shall collect or cause to be a calculation collected from the tenants of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).Underlying

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such All real estate taxes and assessments (on the "TAX YEAR"). If the Closing shall occur before the real property tax rate Property for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)current year. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If In the event that any assessments on with respect to the Property are payable in installments, then than the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held by have been deposited with Seller and are have not been applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith use reasonable efforts to collect same after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any lease). Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller; provided, however, Seller agrees not to pursue, without Buyer's prior written approval, any such remedy with respect to any tenant while such tenant remains in occupancy. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground LeaseAll operating expenses. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: : (a) Real property All non-delinquent real estate taxes and general and special assessments upon on the Property shall be adjusted on an accrual basis for the current tax year, including refunds thereof. All supplemental taxes and prorated, as of assessments attributable to the period prior to the Closing Date on the basis of the fiscal year for such taxes and assessments (the "TAX YEAR"). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement occurs shall be prorated through to the Closing Date ifregardless of when the b▇▇▇ for such supplemental taxes or assessments is received by Buyer or Seller; provided, as and when such proceeds are paid or applied (and if appliedhowever, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto). In no event shall Seller be charged with or (and Buyer shall) be responsible for any increase in the any taxes or assessments on the Property resulting from form the sale of the Property or from any improvements made or leases entered into on or and after the Closing Date. If any assessments on In the Property are payable in installments, then the installment event a tax b▇▇▇ is not available for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after such year at the Closing Date). , the required proration shall be made on the bases of the most recent available tax b▇▇▇ and a further proration shall be made between the parties within thirty (30) days of receipt of a tax b▇▇▇ for the tax year in which the Closing occurs; (b) All fixed operating expenses, including, without limitation, all water, sewer, gas, electricity, telephone and additional rentals under the leasesutility charges and deposits, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) maintenance charges, insurance, and other tenant charges. Seller shall deliver operating costs which have accrued or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are unpaid as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property payable as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding ; (c) Fees and charges under the foregoing, escalation rents and "pass throughs" shall be prorated service contracts not terminated effective as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed or prior to the Closing Date pursuant to this Agreement, on the basis of the periods to which such contracts relate; and (d) the denominator Tenant Lease rental payments. The parties shall prorate such other items as are provided for in this Agreement or as are normally prorated and adjusted in the sale of which is a comparable property. Any net amount due to Seller under this Section 6.4 shall be added to the total number of days in said fiscal year, Purchase Price due at Closing and any net amount due to Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid separately by Seller to Buyer within ten (10) business days after at Closing and shall not be credited against the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculationPurchase Price. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such All real estate taxes and assessments (on the "TAX YEAR"). If the Closing shall occur before the real property tax rate Property for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)current year. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Seller shall be obligated to pay for those taxes accruing during its term of ownership of the Property, regardless of when the bills for such taxes are received. (b) All fixed and additional rentals under the leases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) Leases and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held were made by Seller tenants under the tenant leases and are not applied or forfeited prior to the Closing DateDate in accordance with such tenant leases in Seller's normal course of business as more particularly set forth in paragraph 7D(3) below) to Buyer on the Closing Date. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any leaseLease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Seller may not pursue any remedy against any tenant which is still a tenant of the Property as of the Closing Date without first obtaining Buyer's written consent. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals All payments due under "Service Agreements" (as hereinafter defined) which are being assigned to, and other paymentsassumed by, under the ENCURC Ground Lease and the K▇▇▇ Ground LeaseBuyer at Closing. (d) Installments All utility costs and other payments under the ENCURC Note normal and ENCURC Mortgagecustomary operating expenses. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such All real estate taxes and assessments (on the "TAX YEAR"). If the Closing shall occur before the real property tax rate Property for the Tax Year is fixed, the apportionment of taxes shall be made current year on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)per diem basis. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default in any lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground LeaseAll operating expenses. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: Date (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such actual number of days elapsed over the applicable period): (a) All real estate and personal property taxes and assessments (on the "TAX YEAR"). If the Closing shall occur before the real property tax rate Property for the Tax Year is fixed, current fiscal year of the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year applicable taxing authorities in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). Seller shall be responsible for and shall pay, prior to Closing, all real estate and personal property taxes and assessments which are delinquent or which are for fiscal years of the applicable taxing authority prior to such current fiscal year. To the extent that any property tax ▇▇▇▇ or statement is received after the Closing, Seller shall be responsible for and shall pay its share of such tax ▇▇▇▇ or statement which relates to the period of time prior to the Closing. (b) All fixed and fixed, additional rentals and percentage rents under the leases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) Leases and other tenant chargescharges actually received with respect to the month in which the Closing occurs (the “Current Month”). Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing DateCurrent Month. Rents (or other tenant charges) which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith for a period of six (6) months after the Closing Date (but Buyer shall not be required to litigate or declare a default in any leasethe Leases or otherwise incur any cost or expense related thereto). To the extent Buyer receives rents (or income in connection with other tenant charges, including, without limitation, any CAM Charges, as defined below) on or after the Closing DateDate but during the month in which Closing occurs, such payments shall be applied first toward the rent (or other tenant charges) owed for the month in which the Closing occurs, and then current rent to any delinquent rents (or other tenant charges) owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rentsSeller, with Seller's ’s share thereof being promptly delivered to Seller. To the extent Buyer receives rents (or income in connection with CAM Charges or other tenant charges) after the month in which Closing occurs, such payments shall be applied first toward the rent (and other tenant charges) owed to Buyer for the month in which such payments are received, then to delinquent rents owed to the Buyer for months after the month in which Closing occurred, if any, then to delinquent rents owed for the month in which Closing occurred, if any, and finally to rent (or other tenant charges) owed to Seller for periods prior to the month in which the Closing occurs, with Seller’s share thereof being promptly delivered to Seller; provided, however, that any year-end or similar reconciliation payment shall be allocated in accordance with the charges (and in the case of tenant reimbursements, the underlying expenses) during Seller’s and Buyer’s respective periods of ownership. For a period of six (6) months after the Closing Date Buyer may not waive any delinquent rents nor modify a lease Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's ’s written consent. Seller hereby reserves the right to pursue any remedy against any Tenant owing delinquent rents and any other amounts to Seller for a period of six (6) months after the Closing Date (but shall not be entitled to terminate the Lease of any such Tenant or any such Tenant’s right to possession), but thereafter shall discontinue any such collection efforts. Buyer shall, at no cost or expense to Buyer, reasonably cooperate with Seller in any collection efforts against any Tenant (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants Tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Additional rents, constituting reimbursement to Seller for maintenance charges, property taxes and assessments and insurance, if any (collectively, the “CAM Charges”) from Tenants and Target and Home Depot will be prorated as of the Closing based upon estimated payments actually collected by Seller from Tenants and Target and Home Depot for the Current Month. Seller shall prepare and deliver to Buyer at least five (5) business days prior to the Closing a reconciliation (the “CAM Reconciliation”) with Tenants, Target and Home Depot of CAM Charges for the period commencing on January 1, 2013 and ending on the Closing Date (the “CAM Reconciliation Period”). If the CAM Reconciliation shows that any Tenant, Target or Home Depot owes CAM Charges for the CAM Reconciliation Period in excess of its estimated payments for the CAM Reconciliation Period, then Buyer shall credit Seller such excess at the Closing; provided, however, that no credit shall be given for amounts owed by Tenants which are more than thirty (30) days delinquent in the payment of base rent or CAM Charges as of the Closing (such amounts to be remitted by Buyer to Seller within ten (10) days after collection of the same). If the CAM Reconciliation shows that any Tenant, Target or Home Depot paid estimated CAM Charges for the CAM Reconciliation Period in excess of its actual obligation, Seller shall credit Buyer such excess at Closing. Seller shall be responsible for any and all audits of any CAM Charges for any years prior to the year in which the Closing occurs. Seller shall be entitled to receive and retain all reconciliation payments made by Tenants, Target and Home Depot with respect to CAM Charges for calendar years preceding the calendar year of Closing, and shall be responsible for any amounts owed to Tenants, Target and Home Depot in connection with the final reconciliation of CAM Charges for such prior calendar years. If any such reconciliation payment with respect to CAM Charges for a calendar year preceding the year in which the Closing occurs is received by Buyer after the Closing, Buyer shall remit such payment to Seller within ten (10) business days after receipt. If any Tenant, Target or Home Depot which is owed a refund with respect to CAM Charges for a calendar year preceding the calendar year of Closing deducts or sets off such amount against rents or other charges owed by such Tenant after the Closing, Seller shall remit such amount to Buyer promptly following the occurrence of such set off or deduction. Notwithstanding the foregoing, escalation percentage rents and "pass throughs" shall be prorated as follows: At for the end of the current fiscal year in which the Closing occurs under the applicable Lease, with respect Seller being entitled to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of receive the portion of such rents to which Seller shall be entitled, which portion shall be thereof equal to a fraction, the numerator of which is the number of days in said within such fiscal year with respect to each such lease which elapsed are prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and 365; with Buyer shall be entitled obligated to the remaining remit to Seller its portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer thereof within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect final determination and payment thereof pursuant to any lease for such fiscal year in excess the terms of the amount to applicable Lease (which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after in addition to, but will take into account, proration of any percentage rent received for the date of such calculationCurrent Month). (c) Rentals and other paymentsAll operating expenses which are not paid directly by Tenants pursuant to the Leases, including charges under Service Contracts which Buyer assumes at Closing. To the ENCURC Ground Lease and extent that invoices or statements for operating expenses are received after the K▇▇▇ Ground LeaseClose of Escrow, Seller shall pay its share of such operating expenses which relates to the period of time prior to the Closing. (d) Installments and other payments To the extent that utilities are not payable directly by Tenants under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow AgreementLeases, and to the escrow amounts held thereunder, and Buyer shall pay take all steps necessary to Seller an amount equal effectuate the transfer of all utilities to (i) the sum of the escrow balances held thereunder its name as of the Closing Date (currently being approximately $251,000 in Date, and where necessary, post deposits with the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account utility companies, and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated Seller shall use commercially reasonable efforts to cause all utility meters to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If read as of the Closing Date. Seller shall occur before the actual amount be entitled to recover any and all deposits made by Seller held by any utility company as of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustmentDate. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The initial prorations and payments provided for in this Section 5.4 shall be made at the Closing on the basis of the Closing Statement, which shall be prepared by Title Company, as approved by Seller and submitted to Buyer for its review and approval at least two (2) Business days prior to the Closing. The following shall be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period), with Buyer being deemed to be the owner of the Property during the entire day on the Closing Date, and entitled to receive all operating income of the Property, and obligated to pay all operating expenses of the Property, with respect to the Closing Date: (a) Real All non-delinquent real estate and personal property taxes and general and special assessments upon on the Property for the current tax year. Seller shall be adjusted on an accrual basis responsible for the payment of any real estate and proratedpersonal property taxes that are delinquent before the Closing or that are attributable to the period prior to the Closing. For example, as of if the Closing Date on is May 27, 2018, then Seller shall be responsible for the basis of the fiscal year for such real estate and personal property taxes and assessments (on the "TAX YEAR"). If the Closing shall occur before the real property tax rate Property for the Tax Year is fixed2017-2018 tax year through and including May 26, the apportionment 2018 regardless of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property when said taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer due and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)payable. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property contemplated by this Agreement, any change in use of the Property on or after the Closing Date, or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for allocable to the current period shall be prorated (with Buyer assuming being allocated the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leasesLeases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leasesexcept as hereinafter provided) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing are held were made by Seller tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date; it being agreed, however, that Seller shall notify Buyer in writing if it applies any security deposit prior to the Closing, and from and after the expiration of the Due Diligence Period, Seller shall not apply any security deposit without obtaining Buyer’s prior consent which consent Buyer may withhold in Buyer’s sole discretion. Rents which that are unpaid delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Rather, Buyer shall cause any such delinquent rent (or payable but unpaid rent) for the period prior to the Closing to be remitted to Seller if, as and when collected. At the Closing, Seller shall deliver to Buyer a schedule of all such delinquent or payable but unpaid rent. Additionally, there shall be no proration of any rent that a tenant under a Lease delivers to either Buyer or Seller and that such tenant has identified, at the time of such delivery, as constituting payment or rent due for a month or other period prior to the month in which the Closing occurs (“Identified Pre-Closing Rent”). If Buyer receives any such Identified Pre-Closing Rent, Buyer shall cause such Identified Pre-Closing Rent to be remitted to Seller if, as, and when collected. Until the date that is six (6) months after the Closing, Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default under any Lease or pursue any other action or remedy in any leaseconnection with the recovery from tenants of such delinquencies or other unpaid amounts). To the extent that Buyer or Seller receives payment of rents (or other income of any kinds whatsoever in connection with other Tenant charges) on or after the Closing DateDate other than Identified Pre-Closing Rent, such payments shall be applied first toward the rent (or other tenant charge) for the month in which the Closing occurs then current to the rent (or other tenant charge) owed to Buyer in connection with the applicable lease Lease or other document for which such payments are received, and any excess monies received shall be applied toward the payment of then to any delinquent rentsrents (or other tenant charges) owed to Seller, with Seller's a party’s share thereof being promptly delivered to Sellersuch party; provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. Buyer may not waive any delinquent (or unpaid) rents nor or modify a lease Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's ’s written consent. Seller hereby reserves the right to pursue any remedy for damages against any tenant owing delinquent rents and any other amounts to Seller (but following the Closing shall not be entitled to terminate any Lease or any tenant’s right to possession), provided that, Seller shall not exercise any such remedy for a period of six (6) months after the Closing except in connection with the recovery from tenants of taxes or assessments relating to any period prior to the Closing Date (the “Pre-Closing Tax Collection Remedies”). Buyer shall reasonably cooperate with Seller, at no material out-of-pocket cost to Buyer, in any collection efforts hereunder, including Seller’s Pre-Closing Tax Collection Remedies, but shall not be required to litigate or declare a default under any Lease. With respect to delinquent or other uncollected rents and any other amounts or other rights of any kind respecting regarding tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all of the rights relating thereto. Notwithstanding . (c) Payments required to be paid by tenants under Leases for such tenants’ shares of property taxes and assessments, insurance, common area maintenance and other expenses of the foregoing, escalation rents and "pass throughs" Property are collectively referred to herein as “Reimbursable Tenant Expenses.” Reimbursable Tenant Expenses shall be prorated as follows: At determined in accordance with the end Leases, including any Lease provisions that provide for the adjustment of Reimbursable Tenant Expenses based on occupancy changes (i.e., “gross-up” provisions). Seller’s “share” of Reimbursable Tenant Expenses for the fiscal calendar year in which the Closing occurs (the “Closing Year”) shall be determined in accordance with respect to which escalation rents and "pass throughs" are payable under each leaseSection 5.4.4(a) below. Notwithstanding the foregoing, there shall be a calculation no proration of any such Reimbursable Tenant Expenses that are delinquent as of the portion Closing. Rather, until the date that is six (6) months after the Closing, Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default under any Lease or pursue any other action or remedy in connection with the recovery from tenants of such rents Reimbursable Tenant Expenses relating to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed any period prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground LeaseDate). (d) Installments All amounts payable under any Service Agreements (to the extent assumed by Buyer and other payments subject to the terms of Section 7.5.2 below); reimbursements and recoveries of water, sewer and trash charges under the ENCURC Note Leases; annual permits and/or inspection fees (calculated on the basis of the period covered); and ENCURC Mortgageany other expenses of the operation and maintenance of the Property. (e) Interest under Any other items of operating income or operating expense that are customarily apportioned between the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest parties in real estate closings of comparable commercial properties in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to metropolitan area where the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements"is located, as hereinafter definedapplicable; however, assigned hereunderthere will be no prorations for debt service, insurance premiums or payroll (because Buyer is not acquiring or assuming Seller’s financing, insurance or employees).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: Date (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such taxes and assessments (actual number of days elapsed over the "TAX YEAR"applicable period). If , with Buyer being deemed to be the owner of the Property during the entire day on the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller Date and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation being entitled to receive all operating income of the apportionment of such taxesProperty, and Buyer or Sellerbeing obligated to pay all operating expenses of the Property, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property Closing Date (which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement prorations shall be prorated based on the periods to which such prorations relate and are applicable regardless of when payable): (a) All non-delinquent real estate and personal property taxes and assessments on the Property for the 2008-2009 fiscal year (i.e., July 1, 2008 through the Closing Date ifJune 30, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to 2009). Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to responsible for the payment of any portion of such tax abatement, real estate and personal property taxes that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)are delinquent before Closing. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property contemplated by this Agreement or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for allocable to the current period shall be prorated (with Buyer assuming being allocated the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leasesLease, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing are held were made by Seller Tenant and are not applied or forfeited prior to the Closing DateClosing) to Buyer on the Closing Date. Seller shall not apply or cause to be forfeited Tenant’s security deposit prior to the Closing, unless Tenant fails to cure any material default under the Lease within sixty (60) days after the occurrence of such default. A list of the unapplied tenant security deposits under the Lease as of the Effective Date is set forth on Exhibit “M”. Rents which are unpaid delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Until the date that is 12 months after the Closing, Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease)billing. To the extent Buyer receives rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied first toward the rent (or other tenant charge) for the month in which the Closing occurs then current to the rent (or other tenant charge) owed to Buyer in connection with the applicable lease Lease or other document for which such payments are received, and any excess monies received shall be applied toward the payment of then to any delinquent rentsrents (or other tenant charges) owed to Seller, with Seller's ’s share thereof being promptly delivered to Seller; provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. Buyer may not waive any delinquent (or unpaid) rents nor or modify a lease the Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's ’s written consent. Seller hereby reserves the right to pursue any remedy for damages against Tenant for any delinquent rents and any other amounts due to Seller (but shall not be entitled to terminate the Lease or Tenant’s right to possession), provided that, Seller shall not exercise any such remedy for a period of six (6) months after the Closing Date . Buyer shall reasonably cooperate with Seller by billing Tenant, but shall not be required to litigate or declare a default under the Lease. With respect to delinquent or other uncollected rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all of the rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals At the Closing, Buyer and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in make an adjustment for the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow estimated amounts held thereunder, and Buyer shall pay to Seller an amount equal to of “Reimbursable Tenant Expenses” (ias hereinafter defined) the sum based on a comparison of the escrow balances held thereunder actual Reimbursable Tenant Expenses incurred by Seller as of the Closing Date (currently being approximately $251,000 in to the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account estimated payments made by Tenant as of the Closing Date. Buyer and approximately $716,000 in Seller shall determine the Releasing Expense Escrow accountfinal Reimbursable Tenant Expenses for the 2008 calendar year on or before April 15, with balances anticipated 2009. If annual reconciliation payments are due, Buyer shall use reasonable efforts to collect or cause to be approximately $160,000 collected from Tenant any underpayment of Reimbursable Tenant Expenses then payable by Tenant and $437,000pay to Seller Seller’s share of said underpayment promptly upon collection thereof. As used herein, respectively at Closing)the term “Reimbursable Tenant Expenses” shall mean payments required to be paid by Tenant for Tenant’s share of insurance, minus (ii) $100,000. (g) common area maintenance and other expenses of the Property. If more amounts have been collected from Tenants for Reimbursable Tenant Expenses than have been incurred for Reimbursable Tenant Expenses, Seller will promptly pay to Buyer Seller’s share of such excess collected amount as and when such Reimbursable Tenant Expenses are determined. Seller’s “share” of Reimbursable Tenant Expenses shall be determined by comparing the amounts collected by Seller from Tenant on account of Reimbursable Tenant Expenses for the period commencing January 1, 2008 and ending on the Closing shall occur before Date to the actual amount of utilities, water Reimbursable Tenant Expenses paid or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate incurred by Seller and Buyer of during such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustmentperiod. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date:Date (with Buyer being allocated items for the Closing Date itself): (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such All real estate taxes and assessments (on the "TAX YEAR"). If the Closing shall occur before the real property tax rate Property and Personal Property assessments for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)current year. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leases, Leases and refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant chargesdeposits. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held were made by Seller tenants under the tenant leases and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. If Seller is holding any letters of credit in lieu of cash security deposits, then, at closing, Seller shall either (i) assign such letters of credit to Buyer if the same are assignable, or (ii) if not assignable, Seller shall reasonably cooperate (at Buyer's expense) with Buyer to have such letters of credit reissued to Buyer. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing DateDate (and Seller shall provide a schedule at closing itemizing all such delinquent rentals). Buyer shall include such delinquencies in its normal billing and shall diligently use reasonable efforts to pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any leaseLease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease Lease for which such payments are received, and any excess monies received (net of Seller's share of reasonable third party costs of collection incurred by Buyer in connection therewith) shall be applied toward the payment of any delinquent rents, with Seller's share thereof thereof, if any, being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue an action against any tenant owing delinquent rents and any other amounts to Seller to collect such amounts, together with damages and the like as a result thereof (but in no event shall Seller have any right to institute eviction proceedings with respect thereto). Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding . (c) All utility costs and other normal and customary operating expenses. (d) On or before the foregoingClosing Date, escalation rents and "pass throughs" Seller shall pay or cause to be paid (or there shall be prorated as follows: At the end of the fiscal year in escrowed for payment at closing) all leasing and brokerage commissions which the Closing occurs are payable with respect to which escalation rents and "pass throughs" Leases affecting such Property executed prior to the date hereof, whether the same are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed due on or prior to the Closing Date or payable in installments subsequent thereto and including any portion thereof due upon any renewals of any such Lease or options to lease additional space but only if such renewal or additional space option commences prior to the denominator date of which is the total number of days in said fiscal year, and this Agreement. Buyer shall be entitled to assume the remaining portion payment of such rents. If Seller has received escalation rents or "pass throughs" all leasing and brokerage commissions which may hereafter become due with respect to (i) any renewals of any Leases or options to lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, additional space under any Leases if such excess shall be paid by Seller to Buyer within ten (10) business days renewals or additional space options are exercised and commence or arise after the date of such calculation. If this Agreement so long as Buyer has received escalation rents or "pass throughs" with respect to any lease copies of all commission agreements for such fiscal year in excess of renewals or additional space options during the amount Due Diligence Period, and (ii) any Leases hereinafter executed prior to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgageclosing with Buyer's written consent. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest receive a credit at Closing (the "Sales Tax Credit") in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum lieu of the escrow balances held thereunder as sales tax rebates from the City of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow accountFountain Valley, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses California with respect to the Property for or the month in which the Closing occurs are determined, the apportionment tenants of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in Fiscal Year 1998 and for that portion of Fiscal Year 1999 which occurs prior to the Closing occurs are determinedDate, the parties agree including, without limitation, all sales tax rebates with respect to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as Fry's. The Sales Tax Credit shall be necessary an amount equal to effect such adjustmentEighty Nine Thousand Eight Hundred Sixty Three and 01/100 United States Dollars ($89,863.01), which amount was calculated using the following formula: $82,000.00 for Fiscal Year 1998 [October 30, 1997 through and including October 29, 1998] + $7,863.01 for that portion of Fiscal Year 1999 which occurs prior to the Closing Date [October 30, 1998 through (but not including) December 4, 1998 (($82,000.00 / 365 days) * 35 days)] = $89,863.01. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing DateDate (on the basis of the actual number of days elapsed over the applicable period), with Buyer being deemed to be the owner of the Property during the entire day on which the Deed is recorded and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to such day: (a) Real All non-delinquent real estate and personal property taxes and general and special assessments upon on the Property payable during the current year. Seller shall be adjusted on an accrual basis responsible for the payment of any real estate and prorated, personal property taxes that are delinquent as of the Closing Date on the basis of the fiscal year for such taxes and assessments (the "TAX YEAR"). If the Closing shall occur date before the real property tax rate for the Tax Year is fixedClosing, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year but in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property contemplated by this Agreement or from any improvements made or leases Tenant Leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under rents from the leasesProperty, refundable security deposits under Tenant Leases (together with interest on such deposits to the extent required by law or by the terms of the applicable leasesexcept as hereinafter provided) and other tenant charges. For this purpose, “rents” are intended to include all income from the Property, including license fees and parking and storage revenues. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals rents for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing are held were made by Seller tenants under the Tenant Leases and are were not applied or forfeited prior to the Closing DateDate of this Agreement unless such Tenant was required to and did in fact repay the amount so applied or forfeited) to Buyer on the Closing Date. Rents and other tenant charges which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and have no duty to collect delinquent rents for Seller after Closing but shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default b▇▇▇ tenants for delinquent rents in any lease)the ordinary course of business for six (6) months after Closing. To the extent Buyer or Seller receives rents (or other tenant charges) on or after the Closing Date, such payments shall be applied first toward then current the rent (or other tenant charge) owed to Buyer in connection with the applicable lease for which such payments are received, its period of ownership and any excess monies received shall be applied toward the payment of then to any delinquent rentsrents (or other tenant charge) owed to Seller, with Seller's ’s share thereof, if any, being delivered to Seller if and when received by Buyer and Buyer’s share thereof being promptly delivered to Buyer if and when received by Seller. Buyer may not waive any delinquent rents nor modify a lease so as Any post-closing reconciliation payment shall be allocated in accordance with the charges (and in the case of tenant reimbursements, the underlying expenses) in Seller’s and Buyer’s respective periods of ownership. Subject to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled Buyer’s right to receive a share portion of charges any funds actually collected, Seller hereby reserves the right to pursue any remedy for damages against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or amounts without first obtaining any tenant’s right to possession). Buyer shall not be required to litigate or declare a default under any Tenant Lease to facilitate Seller's written consent’s collection of delinquent rents. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals All rent and other payments, charges under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and All other payments operating expenses of the Property excluding expenses under the ENCURC Note and ENCURC Mortgagecontracts not assumed by Buyer. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay take all steps necessary to Seller an amount equal effectuate the transfer of all utilities to (i) the sum of the escrow balances held thereunder its name as of the Closing Date (currently being approximately $251,000 in Date, and where necessary, post deposits with the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated utility companies. Seller shall use commercially reasonable efforts to cause all utility meters to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If read as of the Closing Date. Seller shall occur before the actual amount be entitled to recover any and all deposits held by any utility company as of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter Date. All charges or other operating expenses for utilities shall be upon prorated outside of the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which escrow contemplated herein within sixty (60) days after the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustmentDate. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller Optionor and Buyer Optionee as of the Closing Date: (a) Real property All real estate taxes and general and special assessments upon on the Property shall for 1996 and 1997 on a per diem basis (and otherwise in accordance with the provisions of this Paragraph E(1)(a)). 1996 taxes and assessments will be adjusted on an accrual basis and prorated, as of the Closing Date prorated on the basis of the fiscal year for such taxes amounts actually billed prior to Closing and assessments (the "TAX YEAR"). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be reprorated after the final determination for 1996 taxes is made in October 1997. The real estate taxes for 1997, payable in 1998, shall be estimated on the basis of a good faith estimate an amount equal to 108% of Seller the actual taxes for 1996. At Closing, the parties will prorate such 1997 taxes on the basis of an amount equal to 108% of the first installment of 1996 taxes (and Buyerwill readjust after the final determination for 1996 taxes is made in October, 1997, utilizing an amount equal to 108% of the total actual 1996 taxes). After Such proration of taxes for 1997 will be final for all purposes hereunder (and will not be subject to readjustment by either party when the real property actual 1997 taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds theretodetermined). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer Optionee assuming the obligation to pay any installments due after the Closing Date). (b) All parking charges under any Parking Agreements, all fixed and additional rentals under any leases with respect to the leasesProperty, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller Optionor shall deliver or provide a credit in an amount equal to all prepaid rentals or parking validations for periods after the Closing Date and all refundable security deposits security, parking and key card deposits, and any interest thereon required by law or by the terms of the applicable lease, (to the extent the foregoing such deposits are held by Seller Optionor and are not applied or forfeited prior to the Closing DateDate in accordance with the terms of the applicable lease, any such application being subject to Optionee's reasonable approval) to Buyer Optionee on the Closing Date. Rents or parking agreement income which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer Optionee shall include such delinquencies in its normal billing through December, 1997 and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer Optionee shall not be required to litigate or declare a default in take any leaseaction with respect thereto except as aforesaid). To the extent Buyer Optionee receives rents or parking income or other amounts on or after the Closing Date, such payments shall be applied first toward by Optionee towards all rent or parking income or other amounts then current rent owed to Buyer Optionee (i.e., current amounts and any delinquent amounts owed to Optionee) in connection with the applicable lease Lease or Parking Agreement for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rentsrents or parking income or other amounts owed to Optionor, with Seller's share thereof such amounts being promptly delivered by Optionee to SellerOptionor. Buyer If Optionor shall receive any rents or parking income or other amounts on or after the Closing Date, the same shall be applied as aforesaid (and Optionor shall promptly deliver applicable amounts due to Optionee). Optionee may not waive any delinquent rents or parking income nor modify a lease Lease or Parking Agreement so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller Optionor is entitled to receive a share of charges or amounts without first obtaining SellerOptionor's written consentconsent (which consent will not be unreasonably withheld or delayed). Optionor hereby reserves the right to pursue any remedy against any tenant or monthly parker owing delinquent rents ▇▇ ▇▇▇king income and any other amounts to Optionor (it being understood and agreed that Optionor shall have no right to terminate a lease or cause any eviction of a tenant thereunder). Optionee shall reasonably cooperate with Optionor in any collection efforts hereunder (but shall not be required to litigate or declare a default in any lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller Optionor shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other All operating expenses (including amounts payable under the Party Wall Agreement); provided, however, in no event shall any sums under any "Service Agreements", as hereinafter defined, assigned hereundermanagement agreement in effect prior to Closing be prorated (Optionee having no obligation with respect thereto).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: Date (a) Real property taxes a)Rents. All fixed and, except as set forth in Section 8D(3), additional rentals under the Tenant Leases and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of other tenant charges received by Seller prior to the Closing Date on the basis of the fiscal year for such taxes and assessments (the "TAX YEAR"). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through between Buyer and Seller, Seller being charged and credited for all of the same allocable to the period up to the Closing Date if, as and when such proceeds are paid or applied (Buyer being charged and if applied, Buyer shall promptly after notice credited for all of such application remit to Seller its share) by the applicable governmental authority (it being understood that same allocable to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant period from and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If Notwithstanding the foregoing, Seller shall receive a credit at Closing for any assessments on accrued but unpaid rent or other amounts due to the Property are payable in installments, then “Lessor” under the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after Tenant Leases as of the Closing Date). (b) All fixed and additional rentals under the leases, refundable security deposits (together with interest on such deposits subject to the extent required by law any set-off rights or by the terms of the applicable leases) and other tenant chargesdefenses thereunder. Seller shall deliver or provide a credit in an amount equal to Buyer's share of all prepaid rentals for periods from and after the Closing Date and all refundable security deposits (to the extent the foregoing are held by Seller and are not properly applied or forfeited and the Tenant Lease terminated prior to the Closing Date) to Buyer on the Closing Date. Rents At Closing, Seller shall deliver or cause the delivery to Buyer of any security deposits under the Tenant Leases which are unpaid as held in the form of letters of credit. Notwithstanding anything to the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Datecontrary contained herein, Seller shall retain all rights relating thereto. Notwithstanding to any rents or other amounts of any kind owed by the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At tenant under the end of the fiscal year in which the Closing occurs with respect Tenant Leases applicable to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the any period (or portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed thereof) occurring prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculationClosing. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such All real estate taxes and assessments on the Property which are payable in 1996 (the "TAX YEAR"). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be such proration being made on a pro-rata basis based on the basis respective periods of a good faith estimate ownership of Seller and Buyer. After the real property Buyer during 1996, notwithstanding that such taxes are finally fixed for the Tax Year 1995 tax year). Buyer shall assume the obligations to pay taxes for 1996, payable in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes1997, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate for all tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)years thereafter. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period as aforesaid shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). If tax refunds become payable for periods for which Seller was obligated to pay taxes hereunder, Seller shall be entitled to the same (and any such amounts due Seller shall be promptly paid over to Seller upon receipt by Buyer). (b) All fixed and additional rentals under the leases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held by Seller and are have not been applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground LeaseAll operating expenses. (d) Installments and other payments under Notwithstanding anything to the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) contrary contained in this Agreement, Seller shall assign to be responsible for the tenant improvement costs and leasing commissions more particularly described in Exhibit "I" attached hereto and made a part hereof. If on or before the Closing Date, Seller has not paid such tenant improvement costs or leasing commissions, then Seller shall credit Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller with an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses unpaid amounts with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustmentthereto. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: Date (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such actual number of days elapsed over the applicable period): (a) All real estate property taxes and assessments (the "TAX YEAR"). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be made and insurance on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)Property for the current year. In no event shall Seller be charged with or be responsible for any increase in the taxes or insurance on the Property resulting from the sale of the Property or from any improvements made or leases Leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leasesLeases, refundable including, without limitation, reimbursements of any management fee under Section 3.2 of the Leases, security deposits (together with interest on except as hereinafter provided), including, without limitation, reserves for “Insurance Premiums” (as such deposits term is defined in the Leases) pursuant to the extent required by law or by the terms Section 7.7(b) of the applicable leases) Leases, and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing are held were made by Seller tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Seller shall also execute and deliver a duly executed Exhibit “C” as attached to each of the respective Letters of Credit, and request that MONY deliver to Title Company (a) the Letters of Credit Side-Letter, (b) a duly executed Exhibit “C” as attached to each of the respective Letters of Credit, and (c) the original Letters of Credit pursuant to sole order escrow instructions from MONY substantially in the form of Exhibit “P” hereto. Seller shall at Closing request that REMEC cause the issuer of the Letters of Credit to issue new Letters of Credit in the name of Buyer as beneficiary within thirty (30) days after the Closing Date. Notwithstanding the foregoing, the reissue of the Letters of Credit to Buyer prior to the Closing shall not be a condition to Closing. Buyer shall indemnify, defend and hold Seller harmless from any liability, damage, loss, cost or expense arising out of the Letters of Credit on and after the Closing. Such indemnification shall survive the Closing. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any leaseLease). To the extent Buyer receives rents (or other income in connection with any tenant charge) on or after the Closing Date, such payments shall be applied first toward the rent (or other tenant charge) for the month in which the Closing occurs (but only as to payors who are not more than 30 days delinquent as of the Closing), then current to the rent (or other tenant charge) owed to Buyer in connection with the applicable lease Lease for which such payments are received, and any excess monies received shall be applied toward the payment of then to any delinquent rentsrents (or other tenant charge) owed to Seller, with Seller's ’s share thereof being promptly delivered to Seller within 10 days after receipt thereof by Buyer; provided, however, that any year-end or similar reconciliation payment shall be allocated in accordance with the charges (and in the case of tenant reimbursements, the underlying expenses) in Seller’s and Buyer’s respective periods of ownership. Buyer may not waive any delinquent rents nor modify a lease Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's ’s written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession). Buyer shall reasonably cooperate with Seller without incurring any additional material cost or expense except to the extent such cooperation relates to collection efforts for amounts which are in part owed to Buyer or to enforce Buyer’s collection obligations pursuant to this Section 5.4.1(b), in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of 11:59 p.m. the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of day prior to the Closing Date (on the basis of the fiscal actual number of days elapsed over the applicable period): (a) All real estate taxes, assessments, bond assessments and personal property taxes on the Property for the tax year (the “Current Tax Year”) in which the Closing occurs (with Seller and Buyer each being responsible for a pro rata share of such taxes and assessments (based upon the "TAX YEAR"number of days in such tax year occurring before the Closing Date, in the case of Seller, and on or after the Closing Date, in the case of Buyer). If the Closing shall occur before the real property tax rate for the Tax Year is fixedHowever, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property contemplated hereby or from any improvements made or leases entered into on or after the Closing DateClosing. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming being allocated the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leasesLeases, refundable security deposits (together including any utility deposits posted by Seller and assigned to Buyer with interest on such deposits to the extent required by law or by the terms approval of the applicable leasesutility service provider) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held were made by Seller tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. To the extent any security deposits are in the form of a letter of credit Seller, at Closing and at its sole cost and expense, shall cause such letters of credit to be reissued with Buyer as the named beneficiary thereof. Rents which are unpaid delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Buyer shall not waive any delinquent (or unpaid) rents or modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period with respect to which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent. After the Closing, Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in under any leaseLease). To Notwithstanding any provision to the extent Buyer receives rents on or contrary contained herein, from and after the Closing Date, such payments shall be applied first toward then current rent owed in no event will Seller have the right to Buyer in connection with the applicable lease for which such payments are received, and threaten or institute any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered legal or arbitration proceeding to Seller. Buyer may not waive collect any delinquent rents nor modify a lease so or other amounts from, or threaten the termination of, or any other action with respect to, any Lease of, any tenants who are tenants of the Property as of the Closing Date; provided, however, in the event more than one (1) year has passed since the Closing Date with no collection of any such delinquent rents having been made by Buyer, Seller shall have the right to reduce institute legal or otherwise affect amounts owed thereunder for arbitration proceedings to collect any period in such delinquent rents to which Seller is entitled to receive a share hereunder, but in no event shall Seller threaten the termination of charges any Lease or amounts without first obtaining Seller's written consentof any tenant’s rights thereunder. With Additionally, with respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other paymentsAll operating expenses; however, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. there will be no prorations for debt service, insurance premiums or payroll (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to because Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreementis not acquiring Seller’s financing, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water insurance or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunderemployees).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing DateDate (on the basis of the actual number of days elapsed over the applicable period), with Buyer being deemed to be the owner of the Property during the entire day on the Closing Date and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to such day: (a) Real All non-delinquent real estate and personal property taxes and general and special assessments upon on the Property assessed or levied during the current year (whether payable before or after Closing). Seller shall be adjusted on an accrual basis responsible for the payment of any real estate and prorated, personal property taxes that are delinquent as of the Closing Date on the basis of the fiscal year for such taxes and assessments (the "TAX YEAR"). If the Closing shall occur date before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)Closing. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property contemplated by this Agreement or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for allocable to the current period shall be prorated (with Buyer assuming being allocated the obligation to pay any installments due after the Closing Date). All real estate and personal property taxes shall be prorated on a calendar year basis. (b) All fixed and additional rentals under the leasesLeases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leasesexcept as hereinafter provided) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing are held were made by Seller tenants under the Leases and are not applied or forfeited prior to the Closing Datedate of this Agreement) to Buyer on the Closing Date. Seller shall also transfer to Buyer any security deposits which are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable; if any of the SD Letters of Credit are not transferable, Seller shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of Buyer by Closing, Buyer shall diligently pursue such replacement after Closing and Seller shall take all reasonable action, as directed by Buyer and at Buyer’s expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease, and in consideration of Seller’s agreement as aforesaid, Buyer shall indemnify, defend and hold Seller harmless from any liability, damage, loss, cost or expense resulting from an alleged wrongful drawing upon any of the SD Letters of Credit after the Closing. Rents which are unpaid delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Until the date that is 12 months after the Closing, Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any leaseLease). To the extent Buyer receives rents (or income in connection with other tenant charges) on or after the Closing Date, such payments shall be applied first toward the rent (or other tenant charge) for the month in which the Closing occurs (but, with respect to any rent or other income payable to Seller pursuant to this clause for the period prior to Closing, only as to payors who, as of the Closing, are not delinquent beyond the grace period provided in the applicable Lease or other document), then current to the rent (or other tenant charge) owed to Buyer in connection with the applicable lease Lease or other document for which such payments are received, and any excess monies received shall be applied toward the payment of then to any delinquent rentsrents (or other tenant charges) owed to Seller, with Seller's ’s share thereof being promptly delivered to Seller; provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. Buyer may not waive any delinquent (or unpaid) rents nor or modify a lease Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's ’s written consent. After such 12-month period, Seller hereby reserves the right to pursue any remedy for damages against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession). Buyer shall reasonably cooperate with Seller, at no material out-of-pocket cost to Buyer, in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent or other uncollected rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. . (c) Notwithstanding anything to the foregoingcontrary herein, escalation rents and "pass throughs" tenant reimbursements for real estate taxes shall be prorated as follows: At Seller shall be entitled to all such reimbursements payable prior to the end Closing Date and Buyer shall be entitled to all such reimbursements payable on or after the Closing Date; provided that (1) if such reimbursements are payable on a monthly, quarterly or annual basis, then the reimbursement payable in the month, quarter or year, respectively, in which the Closing Date occurs shall be prorated based upon the number of days in such month, quarter or year that are prior to the fiscal Closing Date (as to Seller) and the number of days in such month, quarter or year that are on or after the Closing Date (as to Buyer), and (2) any adjustment (with respect to such a reimbursement) payable after the Closing Date shall be allocated in the same manner as the reimbursement itself. (d) When the actual amounts of “Other Reimbursable Tenant Expenses” (as hereinafter defined) for the year in which the Closing occurs with respect have been determined and the annual reconciliation payments are due, Buyer shall use reasonable efforts to which escalation rents collect from the tenants of the Property any underpayment of Other Reimbursable Tenant Expenses then payable by the tenants and "pass throughs" pay to Seller Seller’s share of said underpayment promptly upon collection thereof. As used herein, the term “Other Reimbursable Tenant Expenses” shall mean payments required to be paid by tenants under Leases for such tenant’s share of insurance, common area maintenance and other operating expenses of the Property (other than real estate taxes). If more amounts have been collected from tenants for Other Reimbursable Tenant Expenses than have been incurred for Other Reimbursable Tenant Expenses, Seller will promptly pay to Buyer Seller’s share of such excess collected amount as and when such Other Reimbursable Tenant Expenses are payable under each lease, there determined. Seller’s “share” of Other Reimbursable Tenant Expenses shall be a calculation determined by comparing the amounts collected by Seller from tenants on account of Other Reimbursable Tenant Expenses for the portion of such rents to which Seller shall be entitledperiod commencing on January 1, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to 2006 and ending on the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents actual Other Reimbursable Tenant Expenses paid or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid incurred by Seller to Buyer within ten (10) business days after the date of during such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculationperiod. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such All real estate taxes and assessments (on the "TAX YEAR"). If the Closing shall occur before the real property tax rate Property for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)current year. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the this sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leases, and any refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant chargesdeposits. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground LeaseAll operating expenses. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such All real estate taxes and assessments (on the "TAX YEAR"). If the Closing shall occur before the real property tax rate Property for the Tax Year is fixed, the apportionment of taxes shall be made current year on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)per diem basis. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any monetary remedy against any tenant owing delinquent rents and any other amounts to Seller. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default in any lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding . (c) Interest and any other payments, fees and charges owed under the foregoingLoan Documents, escalation rents and "pass throughs" including, but not limited to, any amounts owed to the Existing Lender, loan administrator or any other party thereunder. (d) On or before the Closing Date, Seller shall pay or cause to be paid (or there shall be prorated as follows: At the end of the fiscal year in escrowed for payment at closing) all tenant improvement costs and leasing and brokerage commissions which the Closing occurs are payable with respect to which escalation rents Tenant Leases affecting such Property executed prior to the date hereof (including those costs and commissions set forth on Exhibit "pass throughsH-2" are payable under each leasehereto, there shall be a calculation of but excluding the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year tenant improvement costs due with respect to each such lease which elapsed the GSA-OHA lease), whether the same are due on or prior to the Closing Date or payable in installments subsequent thereto and including any portion thereof due upon any renewals of any such Tenant Lease or options to lease additional space but only if such renewal or additional space option commences prior to the denominator date of which is the total number of days in said fiscal year, and this Agreement. Buyer shall be entitled to assume the remaining portion payment of such rents. If Seller has received escalation rents all tenant improvement costs and leasing and brokerage commissions which are or "pass throughs" may hereafter become due with respect to (i) any renewals of any Tenant Leases or options to lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, additional space under any Tenant Leases if such excess shall be paid by Seller to Buyer within ten (10) business days renewals or additional space options are exercised and commence or arise after the date of such calculation. If this Agreement so long as Buyer has received escalation rents or "pass throughs" with respect to any lease copies of all commission agreements for such fiscal year in excess of the amount renewals or additional space options prior to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. this Agreement, (cii) Rentals the GSA-OHA lease, and other payments, under (iii) any Tenant Leases hereinafter executed prior to the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgageclosing with Buyer's written consent. (e) Interest under the New York Life Loan DocumentsAll operating expenses. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of midnight of the date prior to the Closing Date ("Proration Date:"): (a) Real All real and personal property taxes and general and special assessments upon on the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date prorated on the basis that Seller is responsible for all previous tax years and for the current tax year through and including the Proration Date. Notwithstanding the preceding sentence, to the extent that Seller has responsibility to the Contra Costa County Assessor for such taxes under applicable law and such assessments can not passed through to the tenants pursuant to their respective leases of the fiscal Property, "escaped assessments" assessed or otherwise imposed upon the Property for all such previous tax years and for the current tax year through and including the Proration Date shall be the responsibility of Seller and shall be subject to adjustment as set forth in Paragraph 5(D)(2) (the "Escaped Assessment Liability"). Such proration shall be based on an estimate of taxes and assessments using the latest available tax bills for the Property; when the actual amount of taxes and assessments are determinable, then such taxes and assessments (the "TAX YEAR"). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be made on reprorated and adjusted between the basis parties to reflect the actual amount of a good faith estimate such taxes and assessments. Payment of Seller and Buyer. After the any increase in real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting arising from the sale of the Property contemplated by this Agreement or from any improvements made or leases entered into on or after the Closing DateDate shall be the responsibility of Buyer. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date Any and all refundable security deposits (claims or rights to appeal the extent the foregoing are held by Seller and are not applied amount of any real property taxes or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are unpaid as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer other taxes changed in connection with the applicable lease for which such payments are received, and any excess monies received Property shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller belong to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculationfollowing Closing. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The initial prorations and payments provided for in this Section 5.4 shall be made at Closing on the basis of the Closing Statement, which shall be prepared by Seller and submitted to Buyer for its review and approval at least two (2) Business Days prior to the Closing. The following shall be prorated between among Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period), with Buyer being deemed to be the owner of the Property during the entire day on the Closing Date and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date: (a) Real All non-delinquent real estate and personal property taxes and general and special assessments upon on the Property for the current year. Seller shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such taxes and assessments (the "TAX YEAR"). If the Closing shall occur before the real property tax rate responsible for the Tax Year is fixed, the apportionment payment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds personal property taxes that are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)delinquent before Closing. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property contemplated by this Agreement, any change in use of the Property on or after the Closing Date, or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for allocable to the current period shall be prorated (with Buyer assuming being allocated the obligation to pay any installments due on or after the Closing Date). (b) All fixed and additional rentals under the leasesLeases, refundable security deposits Security Deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leasesexcept as hereinafter provided) and other tenant Tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits cash Security Deposits (to the extent the foregoing are held were made by Seller Tenants under the Leases and are not applied or forfeited prior to the Closing DateClosing) to Buyer on the Closing Date. Seller shall also transfer to Buyer any Security Deposits that are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at Seller’s cost (including Seller’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit is not transferable, Seller shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of Buyer by Closing, Buyer shall diligently pursue such replacement after Closing and Seller shall take all reasonable action, as directed by Buyer and at Seller’s expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease, and in consideration of Seller’s agreement as aforesaid, Buyer shall indemnify, defend and hold Seller harmless from any liability, damage, loss, cost or expense resulting from an alleged wrongful drawing upon any of the SD Letters of Credit after the Closing. A list of the unapplied Security Deposits under the Leases as of the Effective Date is set forth on Exhibit “K”. Rents which that are unpaid delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Rather, Buyer shall cause any such delinquent rent (or payable but unpaid rent) for the period prior to Closing to be remitted to Seller if, as and when collected. At 16 (c) Payments required to be paid by Tenants under Leases for such tenants’ shares of property taxes and assessments, insurance, common area maintenance and other expenses of the Property are collectively referred to herein as “Reimbursable Tenant Expenses”. Reimbursable Tenant Expenses shall be determined in accordance with the Leases, including without limitation any Lease provisions that provide for the adjustment of Reimbursable Tenant Expenses based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts for operating expenses or taxes, such base year amounts shall be prorated in determining Reimbursable Tenant Expenses with respect to such Lease. Seller’s “share” of Reimbursable Tenant Expenses for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 5.4.2(a) hereof. Notwithstanding the foregoing, there shall be no proration of any such Reimbursable Tenant Expenses that are delinquent as of Closing. Rather, until the date that is three (3) months after the Closing, Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required 17 (d) All operating expenses, including all charges under the Contracts which are assumed by Buyer, shall be prorated, and as to litigate each service provider, operating expenses payable or declare paid to such service provider in respect to the billing period of such service provider in which the Closing occurs (the “Current Billing Period”), shall be prorated on a default per diem basis based upon the number of days in the Current Billing Period prior to the Closing and the number of days in the Current Billing Period on and after the Closing, and assuming that all charges are incurred uniformly during the Current Billing Period; however, there will be no prorations for debt service or insurance premiums if Buyer is not acquiring or assuming Seller’s financing or insurance. (e) Buyer shall transfer all utilities at the Property to its name as of the Closing Date, and where necessary, post deposits with the utility companies. Seller shall use commercially reasonable efforts to cause all utility meters to be read as of the Closing Date. Seller shall be entitled to recover any leaseand all deposits held by any utility company as of the Closing Date. All charges for utilities shall be prorated outside of the escrow contemplated herein within sixty (60) days after the Closing Date. (f) With the exception of the Leasing Costs identified on Schedule 1 (which shall be Buyer’s responsibility), Seller shall be responsible for all of its respective Leasing Costs that are payable by reason of (i) the execution of an Existing Lease prior to the Effective Date, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the Effective Date, and (iii) amendments of an Existing Lease entered into prior to the Effective Date. To If the extent Closing occurs, Buyer receives rents shall be responsible for the payment (or, in the case of any amounts payable prior to Closing, the reimbursement to Seller) of all other Leasing Costs, including (A) all Leasing Costs that become due and payable (whether before or after Closing) as a result of (1) any New Leases, (2) amendments entered into during the Escrow Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Escrow Period; and (B) all Leasing Costs as a result of renewals, extensions, expansions, or the exercise of any other option, occurring on or after the Closing DateDate of Existing Leases or New Leases. In addition, Buyer shall take the Leases subject to any “free rent” pertaining to the period from and after the Closing (subject to Buyer’s receipt of a credit at Closing for free rent, if any, applicable to the period from and after the Closing under the Existing Leases to the extent any such payments shall be applied first toward then current free rent owed to Buyer in connection with the applicable lease for which such payments are receivedis described on Schedule 5(A) attached hereto). If, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain have paid any Leasing Costs for which Buyer is responsible pursuant to the foregoing provisions, Buyer shall reimburse Seller therefor at Closing. Seller shall pay (or cause to be paid), prior to Closing or credit Buyer at Closing (to the extent unpaid) all rights relating theretoLeasing Costs for which Seller is responsible pursuant to the foregoing provisions and, subject to the reimbursement obligations set forth above, Seller shall pay (or cause to be paid) when due all Leasing Costs payable after the Effective Date and prior to Closing. Without limitation on the foregoing, the parties agree that Seller shall pay or provide Buyer a credit at Closing for the outstanding free rent and other unpaid Leasing Costs shown, respectively, on Schedule 5(A) and Schedule 5(B) attached hereto (exclusive of any such 18 (g) Capital projects in progress at the Property as of the Effective Date are set forth in Schedule 5(C) attached hereto. Seller anticipates that the capital projects at the Property will be completed prior to the Closing Date, but completion thereof shall not be a condition to Closing. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At for each foregoing capital project at the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which Property that is the number of days in said fiscal year with respect to each such lease which elapsed not completed prior to the Closing Date and (each such contract being referred to herein as an “Uncompleted Capex Contract”), (i) the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) applicable Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the at Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus any Uncompleted Capex Contract; (ii) $100,000. Buyer shall assume at Closing that Uncompleted Capex Contract and full responsibility for the obligations under that Uncompleted Capex Contract including, without limitation, responsibility for performing and completing the work set forth therein; and (giii) If the applicable Seller shall pay or provide Buyer a credit at Closing equal to the contract amount of the Uncompleted Capex Contract assumed by Buyer less amounts paid by Seller pursuant to the Uncompleted Capex Contract prior to the Closing Date. The provisions of this Section 5.4.1(g) shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to survive the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder)Any Rent collected or received by Seller after the Closing representing rent for periods after Closing shall be immediately remitted to Buyer. This provision shall survive the Closing.

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such All real estate taxes and assessments (on the "TAX YEAR"). If the Closing shall occur before the real property tax rate Property for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)current year. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leasesLeases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leases) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held were made by Seller tenants under the tenant leases and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are unpaid delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any leaseLease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first toward then current rent owed to Buyer in connection with the applicable lease Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding the foregoing, escalation rents and "pass throughs" shall be prorated as follows: At the end of the fiscal year in which the Closing occurs with respect to which escalation rents and "pass throughs" are payable under each lease, there shall be a calculation of the portion of such rents to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals All utility costs and other payments, under the ENCURC Ground Lease normal and the K▇▇▇ Ground Leasecustomary operating expenses. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements", as hereinafter defined, assigned hereunder).

Items to be Prorated. The initial prorations and payments provided for in this Section 5.4 shall be made at the Closing on the basis of the Closing Statement, which shall be prepared by Title Company, as approved by Sellers and submitted to Buyer for its review and approval at least two (2) Business days prior to the Closing. The following shall be prorated between Seller Sellers and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period), with Buyer being deemed to be the owner of the Properties during the entire day on the Closing Date, and entitled to receive all operating income of the Properties, and obligated to pay all operating expenses of the Properties, with respect to the Closing Date: (a) Real All non-delinquent real estate and personal property taxes and general and special assessments upon on the Property Properties for the current tax year. Sellers shall be adjusted on an accrual basis responsible for the payment of any real estate and proratedpersonal property taxes that are delinquent before the Closing or that are attributable to the period prior to the Closing. For example, as of if the Closing Date on is May 27, 2019, then Sellers shall be responsible for the basis of the fiscal year for such real estate and personal property taxes and assessments (on the "TAX YEAR"). If the Closing shall occur before the real property tax rate Properties for the Tax Year is fixed2018-2019 tax year through and including May 26, the apportionment 2019 regardless of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property when said taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer due and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto)payable. In no event shall Seller Sellers be charged with or be responsible for any increase in the taxes on the Property Properties resulting from the sale of the Property Properties contemplated by this Agreement, any change in use of the Properties on or after the Closing Date, or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property Properties are payable in installments, then the installment for allocable to the current period shall be prorated (with Buyer assuming being allocated the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals under the leasesLeases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leasesexcept as hereinafter provided) and other tenant charges. Seller Sellers shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing are held were made by Seller tenants under the Leases and are not applied or forfeited prior to the Closing DateClosing) to Buyer on the Closing Date; it being agreed, however, that Sellers shall notify Buyer in writing if it applies any security deposit prior to the Closing, and from and after the expiration of the Due Diligence Period, Sellers shall not apply any security deposit without obtaining Buyer’s prior consent which consent Buyer may withhold in Buyer’s sole discretion. Rents which that are unpaid delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Rather, Buyer shall cause any such delinquent rent (or payable but unpaid rent) for the period prior to the Closing to be remitted to Sellers if, as and when collected. At the Closing, Sellers shall deliver to Buyer a schedule of all such delinquent or payable but unpaid rent. Additionally, there shall be no proration of any rent that a tenant under a Lease delivers to either Buyer or Sellers and that such tenant has identified, at the time of such delivery, as constituting payment or rent due for a month or other period prior to the month in which the Closing occurs (“Identified Pre-Closing Rent”). If Buyer receives any such Identified Pre-Closing Rent, Buyer shall cause such Identified Pre-Closing Rent to be remitted to Sellers if, as, and when collected. Until the date that is six (6) months after the Closing, Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default under any Lease or pursue any other action or remedy in any leaseconnection with the recovery from tenants of such delinquencies or other unpaid amounts). To the extent that Buyer or Sellers receives payment of rents (or other income of any kinds whatsoever in connection with other Tenant charges) on or after the Closing DateDate other than Identified Pre-Closing Rent, such payments shall be applied first toward the rent (or other tenant charge) for the month in which the Closing occurs then current to the rent (or other tenant charge) owed to Buyer in connection with the applicable lease Lease or other document for which such payments are received, and any excess monies received shall be applied toward the payment of then to any delinquent rentsrents (or other tenant charges) owed to Sellers, with Seller's a party’s share thereof being promptly delivered to Sellersuch party; provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. Buyer may not waive any delinquent (or unpaid) rents nor or modify a lease Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is Sellers are entitled to receive a share of charges or amounts without first obtaining Seller's Sellers’ written consent. Sellers hereby reserve the right to pursue any remedy for damages against any tenant owing delinquent rents and any other amounts to Sellers (but following the Closing shall not be entitled to terminate any Lease or any tenant’s right to possession), provided that, Sellers shall not exercise any such remedy for a period of six (6) months after the Closing except in connection with the recovery from tenants of taxes or assessments relating to any period prior to the Closing Date (the “Pre-Closing Tax Collection Remedies”). Buyer shall reasonably cooperate with Sellers, at no material out-of-pocket cost to Buyer, in any collection efforts hereunder, including Sellers’ Pre-Closing Tax Collection Remedies, but shall not be required to litigate or declare a default under any Lease. With respect to delinquent or other uncollected rents and any other amounts or other rights of any kind respecting regarding tenants who are no longer tenants of the Property Properties as of the Closing Date, Seller Sellers shall retain all of the rights relating thereto. Notwithstanding . (c) Payments required to be paid by tenants under Leases for such tenants’ shares of property taxes and assessments, insurance, common area maintenance and other expenses of the foregoing, escalation rents and "pass throughs" Properties are collectively referred to herein as “Reimbursable Tenant Expenses.” Reimbursable Tenant Expenses shall be prorated as follows: At determined in accordance with the end Leases, including any Lease provisions that provide for the adjustment of Reimbursable Tenant Expenses based on occupancy changes (i.e., “gross-up” provisions). Sellers’ “share” of Reimbursable Tenant Expenses for the fiscal calendar year in which the Closing occurs (the “Closing Year”) shall be determined in accordance with respect to which escalation rents and "pass throughs" are payable under each leaseSection 5.4.4(a) below. Notwithstanding the foregoing, there shall be a calculation no proration of any such Reimbursable Tenant Expenses that are delinquent as of the portion Closing. Rather, until the date that is six (6) months after the Closing, Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default under any Lease or pursue any other action or remedy in connection with the recovery from tenants of such rents Reimbursable Tenant Expenses relating to which Seller shall be entitled, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed any period prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculation. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground LeaseDate). (d) Installments All amounts payable under any Service Agreements (to the extent assumed by Buyer and other payments subject to the terms of Section 7.5.2 below); reimbursements and recoveries of water, sewer and trash charges under the ENCURC Note Leases; annual permits and/or inspection fees (calculated on the basis of the period covered); and ENCURC Mortgageany other expenses of the operation and maintenance of the Properties. (e) Interest under Any other items of operating income or operating expense that are customarily apportioned between the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest parties in real estate closings of comparable commercial properties in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and metropolitan area where the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs Properties are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (h) Other operating expenses (including under any "Service Agreements"located, as hereinafter definedapplicable; however, assigned hereunderthere will be no prorations for debt service, insurance premiums or payroll (because Buyer is not acquiring or assuming Sellers’ financing, insurance or employees).

Items to be Prorated. The following shall be prorated between Seller and Buyer as of the Closing Date: (a) Real property taxes and general and special assessments upon the Property shall be adjusted on an accrual basis and prorated, as of the Closing Date on the basis of the fiscal year for such taxes and assessments (the "TAX YEARTax Year"). If the Closing shall occur before the real property tax rate for the Tax Year is fixed, the apportionment of taxes shall be made on the basis of a good faith estimate of Seller and Buyer. After the real property taxes are finally fixed for the Tax Year in which the Closing occurs, Buyer and Seller shall make a recalculation of the apportionment of such taxes, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. To the extent that either the Seller or Buyer shall obtain any real estate tax abatement with respect to the Property which is applicable to the year in which the Closing occurs, the amount of the net proceeds of such tax abatement shall be prorated through the Closing Date if, as and when such proceeds are paid or applied (and if applied, Buyer shall promptly after notice of such application remit to Seller its share) by the applicable governmental authority (it being understood that to the extent any tenant shall be entitled to any portion of such tax abatement, that such portion shall be turned over to Buyer to remit to such tenant and shall be deducted from any tax abatement proceeds in connection with calculating the net proceeds thereto). Buyer shall have no rights to any tax abatements for periods prior to the year in which the Closing occurs (Seller retaining all rights thereto). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). (b) All fixed and additional rentals (including escalation rentals, percentage rent and "pass throughs") under the leasesLeases, refundable security deposits (together with interest on such deposits to the extent required by law or by the terms of the applicable leasesLeases) and other tenant charges. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing are held by Seller and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Rents which are unpaid as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any leaseLease). To the extent Buyer receives rents on or after the Closing Date, such payments (net of any reasonable out-of-pocket third party collection costs actually incurred by Buyer) shall be applied first toward then current rent owed to Buyer in connection with the applicable lease Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a lease Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Notwithstanding Escalation rents and "pass throughs" shall be reprorated between Seller and Buyer at the foregoingtime of final calculation and collection from tenants of such amounts for 1999 apportioned not on a per diem basis but on the basis of the relative share of actual expenses in question incurred by Seller and Buyer during the calendar year in question; provided, however, such escalation rents and "pass throughs" shall be prorated on an estimated basis utilizing final amounts calculated for 1998 as follows: At the end basis for such estimated prorations. Seller shall provide Buyer with such information as may be necessary and reasonably available to finalize calculation of the fiscal year in which the Closing occurs with respect to which such escalation rents and "pass throughsthrough" are payable under each leaseamounts for Seller's period of ownership (i.e., there shall be a calculation of the portion of such rents to which Seller shall be entitled1998 and 1999, which portion shall be equal to a fraction, the numerator of which is the number of days in said fiscal year with respect to each such lease which elapsed prior to the Closing Date and the denominator of which is the total number of days in said fiscal year, if applicable) and Buyer shall be entitled to the remaining portion of such rents. If Seller has received escalation rents or "pass throughs" with respect to any lease for a fiscal year promptly ▇▇▇▇ and diligently pursue collection thereof in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Seller to Buyer within ten (10) business days good faith after the date of such calculation. If Buyer has received escalation rents or "pass throughs" with respect to any lease for such fiscal year in excess of the amount to which it is entitled pursuant hereto, such excess shall be paid by Buyer to Seller within ten (10) business days after the date of such calculationClosing Date. (c) Rentals and other payments, under the ENCURC Ground Lease and the K▇▇▇ Ground Lease. (d) Installments and other payments under the ENCURC Note and ENCURC Mortgage. (e) Interest under the New York Life Loan Documents. (f) Seller shall assign to Buyer its interest in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow Agreement and the Releasing Expense Escrow Agreement, and to the escrow amounts held thereunder, and Buyer shall pay to Seller an amount equal to (i) the sum of the escrow balances held thereunder as of the Closing Date (currently being approximately $251,000 in the B▇▇▇▇ & H▇▇▇▇▇▇▇▇ Escrow account and approximately $716,000 in the Releasing Expense Escrow account, with balances anticipated to be approximately $160,000 and $437,000, respectively at Closing), minus (ii) $100,000. (g) If the Closing shall occur before the actual amount of utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities, water or sewer meter charges or other operating expenses shall be upon the basis of a reasonable estimate by Seller and Buyer of such utilities, water or sewer meter charges or other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities, water or sewer meter charges or other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities, water or sewer meter charges or other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (hd) Other operating expenses (including under any "Service Agreements", as hereinafter defined, Agreements assigned hereunder). Subject to the adjustments and credits provided for herein, Seller shall pay either at Closing, or in its normal course of business thereafter, any bills or invoices incurred as a result of work performed by or for Seller prior to Closing.