Common use of Prorations and Adjustments Clause in Contracts

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller and Purchaser agree to prorate and/or adjust, in accordance with generally accepted accounting principles as of 11:59 p.m. on the day date immediately preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, includingDate. Such prorations shall include, without limitation, electricityall ad valorem, water charges real estate and sewer chargesother property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. If there are meters Real estate taxes shall be apportioned on the Real Propertybasis of taxes assessed for the preceding year, final readings with a reapportionment, if any, as soon as the new tax rate and final xxxxxxxx for utilities will valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made if possible on the day before Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, in which event no an adjustment and proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the within ninety (90) calendar days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date. In the event of any disputes between the parties as to such adjustments, the prorations will amounts not in dispute shall nonetheless be made paid at Closing on the basis of time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figuresparties, and a final cash settlement will the fees and expenses of such accountant shall be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected one-half by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received one-half by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueBuyer.

Prorations and Adjustments. (a) Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Station shall be prorated between Buyer and Seller and Purchaser agree to prorate and/or adjust, in accordance with generally accepted accounting principles as of 11:59 p.m. on the day date immediately preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, includingDate. Such prorations shall include, without limitation, electricityall ad valorem, water charges real estate and sewer chargesother property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. If there are meters Real estate taxes shall be apportioned on the Real Propertybasis of taxes assessed for the preceding year, final readings with a reapportionment, if any, as soon as the new tax rate and final xxxxxxxx for utilities will valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made if possible on the day before Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, in which event no an adjustment and proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the within ninety (90) calendar days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date. In the event of any disputes between the parties as to such adjustments, the prorations will amounts not in dispute shall nonetheless be made paid at Closing on the basis of time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figuresparties, and a final cash settlement will the fees and expenses of such accountant shall be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected one-half by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received one-half by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueBuyer.

Prorations and Adjustments. (a) The following shall be prorated and adjusted between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”)time of closing, the following (collectively, the “Proration Items”):except as otherwise expressly provided herein: (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitationX. Xxxxx, electricity, water sewer, gas, telephone and other utility charges and sewer chargesbased, to extent practicable, on final meter readings and/or final invoices. B. Amounts paid or payable under any assigned maintenance or other service contracts shall be prorated as of the time of closing. C. Accrued general real estate taxes shall be prorated as of the time of closing. If there such bills are meters not available, then such taxes shall be prorated on the Real Propertybasis of 100% of the most recent ascertainable tax bills. D. Special Assessments - If at the time of Closing, final readings the Premises are affected by an assessment which is or may become payable in installments, then only those installments due prior to the date of the Closing shall be paid by the Seller, and final xxxxxxxx for utilities will all installments due subsequent to Closing shall be made if possible on the day before paid by Purchaser. E. Such other items that are customarily prorated in transactions of this nature shall be ratably prorated as of the Closing Date. Except as expressly provided herein, all prorations shall be final. The covenants and agreements set forth in which event no proration will this Paragraph shall survive the closing. F. As of Closing, Purchaser shall be made at responsible for the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings transfer of accounts and establishment of all said meters utility services to the real estate to the name of Purchaser, including the making of any new utility deposits with the utility providers. Seller shall be performed not more than five (5) days entitled to receive a refund of utility service deposits, if any, covering the period prior to the Closing Date. G. Real estate tax assessment reductions, tax refunds, and a per diem adjustment shall be made for the days between the meter reading date and credits received after the Closing Date based on after deducting the most recent meter readingexpenses of collection thereof including attorney’s fees which obligation shall survive the Closing that are: 1. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior attributable to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If tax year during which the Closing Date occurs and thereafter shall occur be prorated between Seller and Purchaser; 2. attributable to all tax years before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the ClosingSeller. I. To the extent tenants under Leases pay monthly estimates of common area maintenance charges, central plant charges, operating expenses, and similar expenses, but excluding real estate taxes (vi) The value collectively, "Charges"), Seller shall retain all interim payments of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days Charges received by Seller prior to the Closing by Seller’s supplierDate. Seller shall pay when due all invoices for the work or services provided which form the basis of the Charges. Seller retains the right to bill and collect from the tenants under the Leases for any shortfalls in the interim payments of Charges Seller has collected and Purchaser shall cooperate with Seller in collecting such amounts. J. To the extent tenants under Leases pay monthly estimates of real estate taxes (b) "Impounds for Taxes"), Seller shall credit Purchaser at Closing with the total of such Impounds for Taxes actually collected by Seller applicable to real estate taxes not yet due and payable as of the Closing Date. There will be charged no credit to Purchaser for shortfalls by tenants in any accounts or for tenants who pay portions of real estate taxes upon presentation of real estate tax bills, except to the extent Seller has collected sums from such tenants and credited for the amounts not applied such sums to real estate taxes then due and payable. K. The amount of all of the Proration Items relating refundable security deposits and other tenants deposits under Leases that are in Seller's possession except to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser extent applied prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. credited to Purchaser. L. The proration amount of any other credits due tenants shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit credited to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. In addition, the parties shall prorate and adjust utility charges in accordance with local custom. (iv) Amounts payable under the Apex Agreement, and under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) The following shall be prorated and adjusted between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”)time of closing, the following (collectively, the “Proration Items”):except as otherwise expressly provided herein: (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitationA. Water, electricity, water sewer, gas, telephone and other utility charges and sewer chargesbased, to extent practicable, on final meter readings and/or final invoices. B. Amounts paid or payable under any assigned maintenance or other service contracts shall be prorated as of the time of closing. C. Accrued general real estate taxes shall be prorated as of the time of closing. If there such bills are meters not available, then such taxes shall be prorated on the Real Propertybasis of 100% of the most recent ascertainable tax bills. D. Special Assessments - If at the time of Closing, final readings the Premises are affected by an assessment which is or may become payable in installments, then only those installments due prior to the date of the Closing shall be paid by the Seller, and final xxxxxxxx for utilities will all installments due subsequent to Closing shall be made if possible on the day before paid by Purchaser. E. Such other items that are customarily prorated in transactions of this nature shall be ratably prorated as of the Closing Date. Except as expressly provided herein, all prorations shall be final. The covenants and agreements set forth in which event no proration will this Paragraph shall survive the closing. F. As of Closing, Purchaser shall be made at responsible for the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings transfer of accounts and establishment of all said meters utility services to the real estate to the name of Purchaser, including the making of any new utility deposits with the utility providers. Seller shall be performed not more than five (5) days entitled to receive a refund of utility service deposits, if any, covering the period prior to the Closing Date. G. Real estate tax assessment reductions, tax refunds, and a per diem adjustment shall be made for the days between the meter reading date and credits received after the Closing Date based on after deducting the most recent meter readingexpenses of collection thereof including attorney’s fees which obligation shall survive the Closing that are: 1. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior Attributable to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If tax year during which the Closing Date occurs and thereafter shall occur be prorated between Seller and Purchaser; 2. Attributable to all tax years before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the ClosingSeller. I. To the extent tenants under Leases pay monthly estimates of common area maintenance charges, central plant charges, operating expenses, and similar expenses, but excluding real estate taxes (vi) The value collectively, "Charges"), Seller shall retain all interim payments of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days Charges received by Seller prior to the Closing by Seller’s supplierDate. Seller shall pay when due all invoices for the work or services provided which form the basis of the Charges. Seller retains the right to xxxx and collect from the tenants under the Leases for any shortfalls in the interim payments of Charges Seller has collected and Purchaser shall cooperate with Seller in collecting such amounts. J. To the extent tenants under Leases pay monthly estimates of real estate taxes (b) "Impounds for Taxes"), Seller shall credit Purchaser at Closing with the total of such Impounds for Taxes actually collected by Seller applicable to real estate taxes not yet due and payable as of the Closing Date. There will be charged no credit to Purchaser for shortfalls by tenants in any accounts or for tenants who pay portions of real estate taxes upon presentation of real estate tax bills, except to the extent Seller has collected sums from such tenants and credited for the amounts not applied such sums to real estate taxes then due and payable. K. The amount of all of the Proration Items relating refundable security deposits and other tenants deposits under Leases that are in Seller's possession except to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser extent applied prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. credited to Purchaser. L. The proration amount of any other credits due tenants shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit credited to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the a. The following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date prorated and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned adjusted between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis day of the best evidence then available; thereafterClosing, when actual figures except as otherwise specified: i. General real estate, personal property and ad valorem taxes and assessments, and any improvement or other bonds encumbering the Property, for the current tax year for the Property. ii. To the extent that Seller is responsible for utility charges, if any, and such other items that are receivedcustomarily prorated in transactions of this nature shall be ratably prorated. b. For purposes of calculating prorations, re-Purchaser shall be deemed to be in title to the Property, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations will shall be made on the basis of the actual figuresnumber of days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a three hundred sixty-five (365) day year. The amount of such prorations shall be initially performed by Seller and Purchaser at Closing but shall be subject to adjustment in cash after the Closing outside of escrow as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Purchaser shall cooperate and use their best efforts to make such adjustments no later than one hundred and twenty (120) days after the Closing (except with respect to property taxes, which shall be adjusted within sixty (60) days after the tax bills, including supplemental tax bills, for the applicable period are received). Without limiting the generality of the foregoing, Seller and Purchaser agree that: i. with respect to any property tax appeals or reassessments filed by Seller for tax years prior to the year in which the Closing occurs, Seller shall be entitled to the full amount of any refund or rebate resulting therefrom and with respect to any property tax appeals or reassessments filed by Seller for the tax year in which the Closing occurs, Seller and Purchaser shall share the amount of any rebate or refund resulting therefrom (after first paying to Seller all costs and expenses incurred by Seller in pursuing such appeal or reassessment) in proportion to their respective periods of ownership of the Property for such tax year (with Seller and Purchaser each obligated for any amount of such refund or rebate required to be paid to any tenant for its respective period of ownership of the Property for such tax year. Seller shall reimburse Purchaser for any costs actually incurred by Purchaser that are reasonably necessary for Purchaser’s cooperation with Seller, if any, in Seller’s filing of property tax appeals or reassessments; and ii. in no event will there be any proration of insurance premiums under Seller’s existing policies of insurance relating to the Property, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and none of Seller’s insurance policies (or any proceeds payable thereunder, except as expressly provided for in Section 15 below) will not be assigned to Purchaser at the Closing, and Purchaser shall be solely obligated to obtain any and all insurance that it deems necessary or desirable. Except as set forth in this Section 12, all items of income and expense which accrue for the period prior to the Closing will be for the account of Seller and all items of income and expense which accrue for the period on and after the Closing will be for the account of Purchaser. The provisions of this Section 10.4(b) will 12 shall survive the Closing for twelve (12) monthsClosing. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller All revenue and Purchaser agree to prorate and/or adjust, expenses arising from the operation of the Xxxxxxx Stations and the CBS Stations that are Xxxxxxx Station Assets and CBS Assumed Obligations or CBS Station Assets and Xxxxxxx Assumed Obligations shall be prorated between CBS and Xxxxxxx in accordance with generally accepted accounting principles (“GAAP”) as of 11:59 p.m. 12:01 a.m. on the day preceding the of Closing Date (the “Proration Effective Time”). Such prorations shall include without limitation any proration required by Section 5.7, all ad valorem, real estate and other property taxes (except transfer taxes as provided by Section 11.2), FCC regulatory fees, music and other license fees, utility expenses, rent and other amounts under contracts and similar prepaid and deferred items, as well as accrued but unused vacation and personal days (but not sick days). Each conveying party shall receive a credit for deposits and prepaid expenses. Sales commissions related to the sale of advertisements broadcast prior to Closing shall be the responsibility of conveying party, and sales commissions related to the sale of advertisements broadcast after Closing shall be the responsibility of the acquiring party. (b) With respect to trade, barter or similar agreements for the sale of air time or website inventory in exchange for goods or services that are included in the Xxxxxxx Station Contracts or CBS Station Contracts, as applicable, there shall be no proration or adjustment, unless the net aggregate barter liability exceeds $175,000, defined as trade liabilities less trade assets. In determining barter balances, the following (collectively, the “Proration Items”): (i) Rents, value of air time and website inventory shall be calculated in accordance with Section 10.4(c) belowGAAP, and corresponding goods and services shall include those to be received after Closing, plus those received before Closing, to the extent conveyed to the acquiring party. For avoidance of doubt, inventory under program contracts, which is sometimes referred to as “barter,” is not considered barter for purposes of determining trade balances. (iic) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than At least five (5) business days prior to the Closing Date, and the conveying party shall provide the acquiring party with a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration good faith estimate of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (prorations contemplated by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date 1.6 (the “Closing Estimated Settlement Statement”). The Closing Statement, once Any payment agreed upon, to by the parties pursuant to the Estimated Settlement Statement shall be signed made by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price appropriate party at the Closing. If the actual amounts of the Proration Items are not known as of Closing in accordance therewith. (d) Within sixty (60) days after the Closing Date, the prorations will be acquiring party shall prepare and deliver to the conveying party a proposed proration of assets and liabilities in the manner described in this Section 1.6, as of the Effective Time, that takes into account any proration made at Closing on (the basis of “Settlement Statement”), setting forth the best evidence then available; thereafterprorations, when actual figures are receivedtogether with a schedule or spreadsheet setting forth, re-prorations will be made on in reasonable detail, the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) monthscomponents thereof. (ce) Purchaser will receive a credit on During the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any 30-day period following the Proration Time. After receipt of each Settlement Statement (i) the Closing, Seller will cause to be paid or turned over to Purchaser all Rentalconveying party and its independent auditors, if any, received by Seller after Closing shall be permitted to review and attributable to any period following make copies reasonably required of (A) the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share financial statements of building operation and maintenance costs and expenses as provided for under the Lease, acquiring party relating to the extent Settlement Statement; (B) the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users working papers of the Property. Rental is “Delinquent” when it was due prior acquiring party and its independent auditors, if any, relating to the Closing Date, Settlement Statement; (C) the books and payment thereof has not been made on or before records of the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect acquiring party relating to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.Settlement Statement; and

Prorations and Adjustments. (a) All prepaid and deferred income and expenses relating to the Station Assets and arising from the operation of the Stations shall be prorated between Buyer and Seller and Purchaser agree to prorate and/or adjust, in accordance with accounting principles generally accepted in the United States (“GAAP”) as of 11:59 p.m. 12:01 a.m. on the day preceding the of Closing Date (the “Proration Effective Time”). Such prorations shall include without limitation all music and other license fees, employee performance incentives set forth in employment agreements or annual compensation plans, any vacation for Transferred Employees (defined below) (except accruals for the following (collectivelyfiscal year of Seller in which Closing occurs for which there shall be no adjustment), utility expenses, rent and other amounts under Station Contracts and similar prepaid and deferred items. Seller shall receive a credit for all of the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits Stations’ deposits and any prepaid rents, together with any interest required expenses. Sales commissions related to the sale of advertisements broadcast on the Stations prior to Closing shall be paid thereon. (iii) Utility charges payable by the responsibility of Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters sales commissions related to the sale of advertisements broadcast on the Real PropertyStations after Closing shall be the responsibility of Buyer. All Taxes, final readings and final xxxxxxxx for utilities will be made if possible on other than transfer taxes, related to the day before the Closing Date, in which event no proration will be made at the Closing Station Assets accrued or accruable with respect to utility bills. If meter readings events occurring on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days or prior to the Closing DateEffective Time shall be borne by Seller. All Taxes related to the Station Assets accrued or accruable with respect to events occurring after the Effective Time shall be borne by Buyer. Ad valorem, real estate and other property Taxes (except transfer taxes as provided by Section 11.1), if any, with respect to the Station Assets shall be pro-rated on a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplierbasis. (b) Seller will be charged and credited With respect to trade, barter or similar agreements for the amounts sale of all time for goods or services assumed by Buyer pursuant to Section 1.1(d), if at Closing the Stations have an aggregate negative or positive barter balance (i.e., the amount by which the value of air time to be provided by the Stations after the Effective Time exceeds, or conversely, is less than, the fair market value of corresponding goods and services), there shall be no proration or adjustment, unless the negative or positive barter balance of the Proration Items relating to Stations as an aggregate exceeds $50,000 per Station, in which event such excess or deficiency, as the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed uponcase may be, shall be signed by Purchaser treated either as prepaid time sales or a receivable of Seller, and adjusted for as a proration in Buyer’s or Seller’s favor, as applicable. The proration In determining barter balances, the value of air time shall be paid at based upon Seller’s rates as of Closing, and corresponding goods and services shall include those to be received by the Stations after Closing plus those received by Purchaser the Stations before Closing to Seller (if the prorations result in a net credit to Seller) or extent conveyed by Seller to Purchaser (if the prorations result in Buyer as a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment part of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) monthsStation Assets. (c) Purchaser will receive No later than three (3) business days prior to the scheduled Closing date, Seller shall provide Buyer with a statement setting forth a reasonably detailed computation of Seller’s reasonable and good faith estimate of the Adjustment Amount (defined below) as of Closing (the “Preliminary Adjustment Report”). As used herein, the “Adjustment Amount” means the net amount by which the Purchase Price is to be increased or decreased in accordance with this Section 1.7. If the Adjustment Amount reflected on the Preliminary Adjustment Report is a credit to Buyer, then the Purchase Price payable at Closing shall be reduced by the amount of the preliminary Adjustment Amount, and if the Adjustment Amount reflected on the Preliminary Adjustment Report is a charge to Buyer, then the Purchase Price payable at Closing Statement for shall be increased by the prorated amount of such preliminary Adjustment Amount. For a period of ninety (as of the Proration Time90) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the days after Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by and its auditors and Buyer and its auditors may review the Preliminary Adjustment Report and the related books and records of Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent RentalStations, and Buyer and Seller will in good faith seek to reach agreement on the final Adjustment Amount. All sums collected by Purchaser If agreement is reached within such 90-day period, then promptly thereafter Seller shall pay to Buyer or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the agreed Adjustment Amount and (ii) the preliminary Adjustment Amount indicated in the month Preliminary Adjustment Report. If agreement is not reached within such 90-day period, then the dispute resolutions of Closing Section 1.7(d) shall apply. (d) If the parties do not reach an agreement on the Adjustment Amount within the 90-day period specified in Section 1.7(c), then Seller and Buyer shall select an independent accounting firm of recognized national standing (the “Arbitrating Firm”) to resolve the disputed items. If Seller and Buyer do not agree on the Arbitrating Firm within five (5) calendar days after the end of such 90-day period, then the Arbitrating Firm shall be applied a nationally recognized independent accounting firm selected by lot (after excluding one firm designated by Seller and one firm designated by Buyer). Buyer and Seller shall each inform the Arbitrating Firm in writing as to their respective positions with respect to the month Adjustment Amount, and each shall make available to the Arbitrating Firm any books and records and work papers relevant to the preparation of Closingthe Arbitrating Firm’s computation of the Adjustment Amount. All sums collected by Purchaser thereafter The Arbitrating Firm shall be instructed to complete its analysis within thirty (30) days from each Tenant the date of its engagement and upon completion to inform the parties in writing of its own determination of the Adjustment Amount, the basis for its determination and whether its determination is within the Mid-Range (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) defined below) will or if not, whether it is closer to Buyer’s or Seller’s written determination of the Adjustment Amount. Any determination by the Arbitrating Firm in accordance with this Section shall be applied first final and binding on the parties. Within five (5) calendar days after the Arbitrating Firm delivers to current amounts owed by such Tenant the parties its written determination of the Adjustment Amount, Seller shall pay to PurchaserBuyer, and then delinquencies owed by such Tenant or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the Adjustment Amount as determined by the Arbitrating Firm and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Report. (e) If the Arbitrating Firm’s determination of the Adjustment Amount is within the Mid-Range, then Seller and Buyer shall each pay one-half of the fees and disbursements of the Arbitrating Firm in connection with its analysis. Any sums due If not, then (i) if the Arbitrating Firm determines that the written position of Buyer concerning the Adjustment Amount is closer to its own determination, then Seller will be promptly remitted shall pay the fees and disbursements of the Arbitrating Firm in connection with its analysis, or (ii) if the Arbitrating Firm determines that the written position of Seller concerning the Adjustment Amount is closer to its own determination, then Buyer shall pay the fees and disbursements of the Arbitrating Firm in connection with its analysis. As used herein, the term “Mid-Range” means a range that (i) equals twenty percent (20%) of the absolute difference between the written positions of Buyer and Seller as to the Adjustment Amount and (ii) has a midpoint equal to the average of such written positions of Buyer and Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles consistently applied (a"GAAP") Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day date immediately preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, includingDate. Such prorations shall include, without limitation, electricityany prepayments on Time Sales Agreements for time to be aired after the Closing, water charges all ad valorem, real estate and sewer chargesother property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), any vacation leave accrued for Transferred Employees assumed by Buyer hereunder, utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. If there are meters Real estate taxes shall be apportioned on the Real Propertybasis of taxes assessed for the preceding year, final readings with a reapportionment, if any, as soon as the new tax rate and final xxxxxxxx for utilities will valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.2, to the extent practicable, shall be made if possible on the day before Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, in which event no an adjustment and proration will shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the Closing with time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer. With respect to utility bills. If meter readings Trade Agreements, if there exists on the day before the Closing Date are not possiblean aggregate negative trade balance in excess of $800,000 in the aggregate for all Stations determined in accordance with GAAP, then such excess will be treated as prepaid time sales and adjusted for as a proration in Buyer's favor, but no adjustment in favor of Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based any positive trade balance existing on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller The following shall be prorated and Purchaser agree to prorate and/or adjustadjusted between Contributor and Acquiror or Subsidiary, as applivable, as of 11:59 p.m. the Closing Date, except as otherwise specified: 12.1. The amount of all security and other Tenant deposits, and interest due thereon, if any, shall be credited to Subsidiary or paid to Subsidiary at Closing. Any non-cash securities and documents deposited for such purposes shall be transferred to Subsidiary at Closing; 12.2. Subsidiary and Contributor shall divide the cost of any closing escrow fee charged by the Title Company hereunder equally between them; 12.3. All utility expenses, including water, fuel, gas, electricity, telephone, sewer, trash removal, heat, and other services furnished to or provided for the Project shall be prorated between Contributor and Subsidiary on a daily basis as of the day Closing Date, with Contributor paying those allocable to the period preceding the Closing Date (and Subsidiary being responsible for those allocable to the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters period commencing on the Real Property, final readings Closing Date; 12.4. General real estate taxes applicable to any of the Project due and final xxxxxxxx for utilities will payable in the year of Closing shall be made if possible prorated between Contributor and Subsidiary on the day before a daily basis as of the Closing Date, in which event no proration will be made at with Contributor paying those allocable to the period prior to the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date. Contributor shall pay in full all so-called “green acres”, catch-up or other deferred taxes applicable to any of the Land as of the Closing Date, including any that are deferred until subdivision, platting, or development of the Land; 12.5. Contributor shall pay in full all new and special assessments (and charges in the nature of or in lieu of such assessments) that are assessed and levied with respect to utility billsany of the Land as of the Closing Date. If meter readings Subsidiary shall assume all special assessments (and charges in the nature of or in lieu of such assessments) pending with respect to any of the Land as of and levied after the Closing Date 12.6. Personal property taxes applicable to any of the Personal Property due and payable in the year of Closing shall be prorated between Contributor and Subsidiary on the day before a daily basis as of the Closing Date are not possiblebased upon a calendar year, then Seller will cause readings with Contributor paying those allocable to the period prior to the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date; 12.7. Commissions of all said meters to be performed not more than five (5) days leasing and rental agents for, and tenant improvement costs related to, any Lease entered into as of or prior to the Closing Date, and a per diem adjustment whether with respect to base lease term, future expansions, renewals, or otherwise, shall be made for paid in full at or prior to Closing by Contributor, without contribution or proration from Subsidiary; 12.8. All rent and other charges payable by Tenants under the days between the meter reading date and Leases shall be prorated as of the Closing Date based between Contributor and Subsidiary on the most recent meter reading. Seller will be entitled to all deposits presently in effect a daily basis, with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than Contributor retaining those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating allocable to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (and Subsidiary receiving those allocable to the “period commencing on the Closing Statement”)Date. The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid If at Closing a Tenant is delinquent in any payment required under its Lease, then, to the extent Subsidiary receives after Closing from such Tenant amounts in excess of all rent and other charges payable by Purchaser such Tenant to Seller (if Subsidiary pursuant to the prorations result in a net credit subject Lease, Subsidiary shall pay such excess to Seller) Contributor. Notwithstanding the foregoing, Subsidiary shall use commercially reasonable efforts to seek or by Seller to Purchaser (if collect any such delinquent amount; 12.9. Contributor shall pay all state deed tax regarding the prorations result in a net credit to Purchaser) by increasing or reducing the cash Deed to be delivered by Purchaser in payment Contributor to Subsidiary. Subsidiary shall pay the cost of recording the Deed; 12.10. Contributor will pay all service charges for and costs of the Purchase Price at Title Evidence, except that Subsidiary will pay all premiums required for the Closing. If the actual amounts issuance of the Proration Items are not known Title Policy described in Section 7.2; and 12.11. All other operating costs of the Project shall be prorated between Contributor and Subsidiary on a daily basis as of the Closing Date, with Contributor paying those allocable to the period prior to the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date. To the extent any operating expenses of the Project (including real estate taxes and special assessments) are reimbursable by Tenants under the Leases, Subsidiary shall pay to Contributor the amount of such operating expenses actually paid by Contributor and reimbursable (but not yet reimbursed) by such Tenants under the Leases, and Subsidiary thereafter may collect and retain all Tenant reimbursements; and 12.12. Contributor shall pay all fees and expenses imposed by Contributor’s accountants and attorneys in connection with this Agreement and the transaction contemplated hereunder and Subsidiary shall pay all fees and expenses imposed by Acquiror’s accountants and attorneys in connection with this Agreement and the transaction contemplated hereunder. In the event of a discrepancy between the Closing Statement and the prorations will described above, the Closing Statement shall govern in all events. For purposes of calculating prorations, Subsidiary shall be made at deemed to be in title to the Project, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing on Date. Subject to Section 12.8 above with respect to delinquent rents, amounts received by Subsidiary with respect to any period of time from and after the basis of the best evidence then available; thereafter, when actual figures are received, re-Closing Date shall belong to Subsidiary. All such prorations will shall be made on the basis of the actual figures, number of days of the year and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (month that shall have elapsed as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration TimeClosing Date. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, Bills received by Seller after Closing and attributable that relate to any expenses incurred, services performed or other amounts allocable to the period following prior to the Proration Time. “Rental” as used herein includes fixed monthly rentalsClosing Date shall be paid, additional rentalsin cash, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Leaseby Contributor, to the extent due and owing. Distributions in respect of the same exceeds any expense stop specified in LP Units acquired by the Contributor shall begin to accrue from and after the Closing Date (notwithstanding the fact that such Leasedate may not be the applicable record date under the Partnership Agreement), retroactive rentals, all administrative charges, utility charges, tenant and the amount of distributions paid or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to be paid to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of Contributor for any Delinquent Rental. All sums collected by Purchaser in the month of Closing quarter shall be applied to prorated accordingly. The terms of this Section 12 shall survive the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders Closing indefinitely and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate merge into any existing agreements with Tenants relating to past rent dueconveyancing documents delivered at Closing.

Prorations and Adjustments. (a) Prorations and Adjustments. The Group II/III Purchase Price, the Group IV Purchase Price and the Group V Purchase Price shall be determined by increasing or decreasing the Estimated Purchase Price as required to effectuate the proration of revenues and expenses as provided for herein and subject to the provisions of Section 6.10 hereof with respect to the Group IV Stations. All revenues and all expenses arising from the operation of any Station, including tower rental, business and license fees, utility charges, real and personal property taxes and assessments levied against its Assets, property and equipment rentals, applicable copyright or other fees, including program license payments, sales and service charges, taxes (except for taxes arising from the transfer of the Assets under this Agreement), employee compensation, including wages, salaries, accrued vacation, sick leave, personal days and commissions for each employee of Seller who becomes an employee of Buyer, music license fees and Purchaser agree similar prepaid and deferred items, shall be prorated between Buyer and Seller in accordance with GAAP and to prorate and/or adjusteffect the principle that Seller shall receive all revenues (other than Accounts Receivable) and shall be responsible for all expenses, as of 11:59 p.m. costs and liabilities (including, without limitation, performance bonuses payable to the Assumed Employees allocable to the period prior to the Effective Time based on the day preceding pro rata accrual of such bonuses over the Closing Date calendar year on a straight line basis) allocable to the operations of any Station for the period prior to the applicable Effective Time, and Buyer shall receive all revenues and shall be responsible for all expenses, costs and liabilities (including, without limitation, performance bonuses payable to the “Proration Time”)Assumed Employees allocable to the period after the Effective Time based on pro rata accrual of such bonuses over the calendar year on a straight line basis) allocable to the operations of any Station for the period after the applicable Effective Time in accordance with GAAP, subject to the following (collectively, the “Proration Items”):following: (i1) RentsThere shall be no adjustment for, and Seller shall remain solely liable with respect to, any Excluded Contracts and any other obligation or liability not being assumed by Buyer in accordance with Section 10.4(c) below2.7. (ii2) Cash Security Deposits and any prepaid rentsNo adjustment or proration shall be made in favor of Seller for the amount, together with any interest required if any, by which the value of the goods or services to be paid thereon. (iii) Utility charges payable received by Sellerall the Stations in the aggregate under their trade or barter agreements as of the Effective Time for such Stations exceeds the value of any advertising time remaining to be run by such Stations as of the Effective Time. For purposes of this Agreement, including, without limitation, electricitythis Section 2.5 and Section 5.1, water charges the liability for performance obligations relating to advertising time under any trade or barter agreements shall be valued according to the applicable Station's prevailing rates as of the Effective Time, and sewer chargesgoods, services or other items being received shall be valued in accordance with GAAP as of the Effective Time. (3) An adjustment or proration shall be made in favor of Buyer to the extent, if any, that (a) the value of the goods or services to be received by all the Group II/III Stations, the Group IV Stations, the Group V Stations and the Businesses (as defined in the Group I Purchase Agreement) under their trade or barter agreements as of the applicable Effective Time in the aggregate is more than $150,000 less than the value of any advertising time remaining to be run by such Stations and Businesses (as defined in the Group I Purchase Agreement) thereunder as of the applicable Effective Time (a "Negative Balance") and (b) Buyer has not expressly consented to the trade or barter agreements giving rise to such Negative Balance (and the allocation of such Negative Balance among the Businesses, Group II/III Stations, Group IV and Group V Stations shall be made by Seller, in its sole discretion). (b) Manner of Determining Prorations and Adjustments. If there are meters on The Group II/III Purchase Price, Group IV Purchase Price and Group V Purchase Price, taking into account the Real Propertyadjustments and prorations pursuant to Section 2.5(a), final readings and final xxxxxxxx for utilities will be made if possible on determined in accordance with the day before the Closing Date, in which event no proration will be made at the Closing with respect following procedures: (1) Seller shall prepare and deliver to utility bills. If meter readings on the day before the Closing Date are Buyer not possible, then Seller will cause readings of all said meters to be performed not more later than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Business Days before each Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts a preliminary settlement statement which Purchaser has elected not to assume by written notice to Seller prior to the expiration shall set forth Seller's good faith estimate of the Evaluation Period. adjustments or prorations under Section 2.5(a) (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportionedeach, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing "Preliminary Settlement Statement”"). The Closing StatementPreliminary Settlement Statement (A) shall contain all information reasonably necessary to determine the adjustments or prorations under Section 2.5(a), once agreed upon, shall including appropriate supporting documentation and such other information as may be signed reasonably requested by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the LeaseBuyer, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant adjustments or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases prorations can be determined or from other occupants or users estimated as of the Property. Rental is “Delinquent” when it was due prior to date of the Closing Date, Preliminary Settlement Statement and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing (B) shall be applied certified by an officer (but without personal liability to the month such officer) on behalf of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders Seller to be true and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant complete to Seller's knowledge. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.The "Preliminary

Prorations and Adjustments. (a) The following shall be prorated and adjusted between Seller and Purchaser agree as of the day of the Closing, except as otherwise specified: (i) Ad valorem taxes and similar taxes/assessments relating to prorate and/or adjust, the Property for the most recently ascertainable ad valorem taxes and similar taxes/assessments shall be prorated between Seller and Purchaser as of 11:59 p.m. on the day preceding prior to the Closing Date. Adjustments shall be made promptly after the issuance of such ad valorem taxes and assessments for the fiscal year in which the Closing Date (occurs and in the “Proration Time”)fiscal year prior to the fiscal year of the Closing if applicable, and a final adjustment shall be made no later than the following (collectively, last date of the “Proration Items”): (i) Rents, next fiscal year when the actual taxes are known. Any assessments after the Closing Date for prior years due to a change in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on land usage or ownership or other change in tax status of the Real Property, final readings shall be prorated between Seller and final xxxxxxxx for utilities will be made if possible Purchaser as of 11:59 p.m. on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem final adjustment shall be made for no later than the days between last date of the meter reading date and the Closing Date based on the most recent meter reading. Seller will fiscal year in which any such assessment shall be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providersissued. (ivii) Amounts payable All ordinary operating expenses and charges of the Property including, without limitation, public utility charges, maintenance, management and other service charges (including ad valorem tax appeal contracts), expenses and charges under any service agreements (including, without limitation, the Service Contracts Contracts), and all other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior normal operating charges with respect to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes Property shall be upon prorated at Closing effective as of 11:59 p.m. on the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent day prior to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts exact amount of the Proration Items are any item to be prorated is not known as of the Closing Date, the prorations proration shall be based upon a reasonable estimate thereof made by Seller and as soon after the Closing as the exact amount of the item is known, the proration shall be adjusted, if necessary, and appropriate cash adjustments shall be made by Purchaser and Seller if necessary. (iii) If any refund of ad valorem taxes or similar taxes/assessments relating to the Property is made after the Closing Date for a period prior to the Closing, the same shall be applied to the costs incurred in obtaining same and the balance to Seller. Except as set forth in this Section 14, all items of income and ----------- expense which accrue for, the period prior to the Closing will be made at for the account of Seller and all items of income and expense which accrue for the period on and after the Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on for the basis account of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will 14 shall survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.----------

Prorations and Adjustments. (a) 9.1 With respect to the Property, Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing and shall be responsible for all expenses allocable to that period; and Purchaser agree shall be entitled to prorate and/or adjust, as of 11:59 p.m. all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the day preceding the Closing Date (occurs and thereafter. At Closing, all items of income and expense with respect to the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) belowProperty shall be prorated accordingly. 9.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements mutually acceptable to the parties. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from whom it is entitled to such adjustment within two (ii2) Cash Security Deposits months after it becomes aware or receives notice that the erroneous payment or computation was made. Further, any sums owed by one party to the other as provided herein shall be paid without offset. 9.3 Purchaser shall receive a credit for any accrued but unpaid real estate taxes and assessments, payments in lieu of taxes, and any prepaid rentsassessments imposed by private covenant, together with applicable to any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day period before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before amount of any such taxes has not been determined as of the Closing Date are not possibleClosing, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment such credit shall be made for the days between the meter reading date and the Closing Date based on the most recent meter readingassessed valuation and millage rate. Such taxes shall be reprorated fifteen (15) days following the issuance of the final tax xxxx and the determination of the actual taxes owed by both parties. 9.4 Seller will be entitled to all deposits presently in effect with or Purchaser, as the utility providerscase may be, shall receive a credit for regular charges under Service Contracts paid by Seller or Purchaser, as the case may be, and Purchaser will be obligated applicable to make its own arrangements for any deposits with the utility providersPurchaser’s or Seller’s period of ownership, respectively. (iv) Amounts payable under 9.5 Seller shall cause the Service Contracts other than those Service Contracts meters, if any, for utilities to be read the day on which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, occurs and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, bills rendered on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closingsuch readings. If the actual amounts of the Proration Items are any such meter reading for any utility is not known as of the Closing Dateavailable, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will adjustment therefor shall be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(bmost recently issued bills therefor which are based on meter readings no earlier than thirty (30) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to days before the Closing Date, and payment thereof has such adjustment shall be reprorated when the next utility bills are received. 9.6 In the event that final bills are not been available or cannot be issued prior to the Closing for any item being prorated under this Article, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing. 9.7 Other than those obligations of Seller expressly assumed by Purchaser herein, Seller shall pay and discharge any and all monetary liabilities of each and every kind arising out of or by virtue of the conduct of its business before the Closing Date on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect related to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueProperty.

Prorations and Adjustments. The following shall be prorated and adjusted as of the date of Closing: (a) Seller Real and Purchaser agree personal property taxes shall be prorated based upon the current year's tax with due allowance made for the maximum allowable discount and exemptions if allowed for said year. If the current year's assessment is not available, then taxes will be prorated based upon the tax assessment for the Property for the immediately preceding year, with due allowance made for the maximum allowable discount and exemptions if allowed for said year. The tax proration shall be subsequently readjusted upon receipt of the actual tax xxxx within ten (10) days after written request of either party hereto. This provision shall survive the termination of this Agreement and the conveyance of the Property to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) belowPurchaser. (iib) Cash Security Deposits and any prepaid rentsCertified governmental liens or special assessment liens, together with any interest required to if any, will be paid thereon. (iii) Utility charges payable by the Seller. Pending governmental liens, includingif any, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on assumed by the day before Purchaser unless the Closing Dateimprovement for which the lien has been levied has been substantially completed as of the date of Closing, in which event no proration will be made at Seller shall pay for such pending liens. (c) Security deposits, if any, from tenant's leases and other contracts, deposits, including advance booking deposits, prepaid rent and escrows held in connection with tenancies of the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment Property shall be made for the days between the meter reading date transferred to Purchaser. (d) Rents and the Closing Date based on the most recent meter readingother revenues shall be prorated. Seller will Proration of rents shall be of those actually received and Purchaser shall be entitled to all deposits presently in effect with rents and other income accruing from and after the utility providersdate of Closing. Any rentals or other sums due Seller before closing, and Purchaser will but not yet collected as of the date of Closing, shall be obligated Seller's exclusive responsibility to make its own arrangements for any deposits with the utility providerscollect. (ive) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected All utility charges, including but not to assume by written notice to Seller prior to the expiration limited to, telephone service, gas, water and sewer, and electric power shall be prorated as of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment date of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within At least ten (10) days prior to Closing, Seller shall notify all utilities servicing the Property of the contemplated change in ownership, and direct that current xxxxxxxx for services rendered up to the date of Closing be directed to Seller and that all future xxxxxxxx for services rendered on or after the Closing Date be directed to Purchaser with no interruption of service. Such notice shall be provided in writing and copies of same furnished by Seller’s supplierSeller to Purchaser. Only deposits, standby charges and other prepayments which may be assignable and are assigned to Purchaser shall be paid for by Purchaser at Closing. Non-assignable deposits and other charges shall be refunded to Seller and replaced by Purchaser with appropriate adjustment to the proration. (bf) Seller will be charged All other income, receivables, claims and credited for rights to revenue derived from the amounts of all of the Proration Items Property accruing or relating to the period up to the date of Closing shall belong to the Seller and including the Proration Time, and Purchaser will it shall be charged and credited for all of the Proration Items Seller's exclusive responsibility to collect same if it has not done so by Closing. All other income relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration Property shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (cg) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, Insurance premiums relating to the extent the same exceeds any expense stop specified in Property shall be prorated if Purchaser elects to assume such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in Insurance. (h) Any unpaid operating expenses incurred during the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to prorated; provided that Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser 's responsibility shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueexceed $5,000.

Prorations and Adjustments. (a) Seller Prorations and adjustments shall be made between Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters shall be set forth in the Settlement Statement agreed to by the parties on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before or prior to the Closing Date, in which event accordance with Sections 3.3(a) through (e) below, to the extent ascertainable at or prior to Closing. To the extent not so ascertainable, Purchaser and Seller shall estimate at Closing and finalize prorations and adjustments to the Purchase Price after Closing in the case of the prorations and adjustments described in: (i) Sections 3.3(a) through (e), to the extent reasonably ascertainable, by no proration will later than six (6) months from the date hereof, and (ii) Section 3.3(f), to the extent reasonably ascertainable, no later than one (1) year from the date hereof. Notwithstanding the foregoing, the parties understand and agree that finalizing prorations and adjustments to the Purchase Price as aforesaid shall not be deemed to relieve any party for obligations and liabilities retained, assumed or assigned pursuant to this Agreement or in any of the Conveyancing Documents, including the respective obligations and liabilities under this Section or Section 3.4. Unless otherwise stated hereafter, all prorations and adjustments shall be made at on a per diem basis, with Seller responsible for the Closing with respect number of days in the applicable period up to utility bills. If meter readings on the day before the Closing Date and Purchaser responsible for the Closing Date and all days thereafter. Any amount which Purchaser is obligated to pay in accordance with the prorations provided below: (A) which has been paid by Seller as of the Closing Date, or will be paid outside Closing by Seller in the event the invoices for same are not possible, then received by Seller will cause readings of all said meters to be performed not more than after five (5) business days prior to the Closing Date, and a per diem adjustment at Seller's election, shall be made for the days between the meter reading date and the Closing Date based reimbursed by Purchaser or treated as a credit in favor of Seller on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and thereafter Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds making such payment; or credits attributable to tax years prior to the tax year in (B) which has not been and will not be paid by Seller as of the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid Date as set forth in this Agreement or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned otherwise agreed upon between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between assumed by and become the parties in the same manner as the refunds and/or credits. The provisions sole responsibility of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged Purchaser and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations no adjustment shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid made at Closing by Purchaser for same. Any amount which Seller is obligated to Seller (if pay in accordance with the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are provided below which has not known been paid as of the Closing Date, the prorations will Date shall: (1) be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive treated as a credit in favor of Purchaser on the Closing Statement Date and Purchaser shall assume and be solely responsible for making such payment; or (2) at Seller's option in the prorated amount (as of event the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, invoices for same are received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals five (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due 5) business days prior to the Closing Date, shall be paid by Seller outside Closing and payment thereof has not been made on or before the Proration TimeSeller shall be solely responsible for timely making such payment. Delinquent Rental will not be prorated. Purchaser Each party agrees to use good faith collection procedures provide the other with respect to the collection written evidence of any Delinquent Rental. All sums collected by Purchaser in the month payment of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current such amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueupon request.

Prorations and Adjustments. The following shall be prorated and adjusted between Seller and Purchaser as of the Closing Date, except as otherwise specified: (a) The amount of all security and other Tenant deposits, and interest due thereon, if any, shall be credited to Purchaser. (b) Purchaser and Seller shall divide the cost of any escrows hereunder equally between them. (c) Water, electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, on final meter readings and final invoices. (d) Amounts paid or payable under the Assigned Contracts shall be prorated. (e) All general real estate, personal property and ad valorem taxes payable for the current year applicable to the Property shall be prorated on a calendar year basis, utilizing actual final tax statements, if available prior to Closing. If such statements are not available, then such taxes shall be prorated on the basis of the most currently available tax statements for the Property and promptly re-prorated upon the issuance of final statements therefor, and any amounts due from any party to the other shall be paid in cash at that time. Prior to or at Closing, Seller shall pay or have paid all tax statements that are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Purchaser agree and the Title Company. Each party's respective obligations to re-prorate and/or adjustreal estate taxes shall survive the Closing for a period of eighteen (18) months and shall not merge into any instrument of conveyance delivered at Closing. (f) All assessments, general or special, levied or pending, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”)Date, the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) belowshall be paid by Seller at or before Closing. (iig) Cash Security Deposits All base rents and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Sellerother charges, including, without limitation, electricityall additional rent, water charges shall be prorated at Closing. At the time(s) of final calculation and sewer chargescollection from Tenants of additional rent for 1999 there shall be a re-proration between Seller and Purchaser as to additional rent adjustments, with such re-prorations being payable to the appropriate recipient. If there Such re-proration shall be paid upon Purchaser's presentation of its final accounting to Seller, certified as to accuracy by Purchaser on or before March 1, 2000. The parties' respective obligations to re-prorate additional rent shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. Seller shall deliver or provide a credit in an amount equal to all prepaid rents for periods after the Closing Date and all security deposits in Seller's possession or control, provided that no credit shall be made to Purchaser for security deposits that have been applied to a tenant's obligations in accordance with the terms of such tenant's lease. Rents that are meters delinquent as of the Closing Date ("Delinquent Rents") shall not be prorated on the Real PropertyClosing Date. Purchaser shall include such Delinquent Rents in its normal billing and shall use reasonable efforts in the collection thereof after the Closing Date (but Purchaser shall not be required to litigate, final readings and final xxxxxxxx for utilities will be made if possible declare a default in any lease or expend material amounts of money in connection with such attempted collection). To the extent Purchaser receives rents on the day before or after the Closing Date, in which event no proration will such payments shall be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possibleapplied first toward reasonable costs of collection, then Seller will cause readings of all said meters current rent owed to be performed not more than five (5) days prior to Purchaser in connection with the Closing Dateapplicable lease for which such payments are received, and a per diem adjustment any excess monies received shall be made for applied toward the days between the meter reading date and the Closing Date based on the most recent meter readingpayment of any Delinquent Rents in reverse order of delinquency, with Seller's share thereof being promptly delivered to Seller. Seller will be entitled hereby reserves the right to all deposits presently in effect with the utility providers, pursue any remedy against any tenant owing delinquent rents and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result amounts to Seller, provided Seller may not seek to evict such tenant or otherwise terminate its lease or right of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable theretopossession. With respect to tax appeals, Delinquent Rents and any tax refunds other amounts or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses other rights of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all kind respecting tenants who are no longer tenants of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known Property as of the Closing Date, Seller shall retain all rights relating thereto. (h) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. For purposes of calculating prorations, Purchaser shall be deemed to be in title to the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire day upon which the Closing occurs. All such prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will shall be made on the basis of the actual figures, number of days of the year and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (month that shall have elapsed as of the Proration Time) Closing Date. The amount of all Rental previously paid to or collected by such prorations shall be adjusted in cash after Closing, as and when complete and accurate information becomes available. Seller and attributable Purchaser agree to any period following the Proration Time. After cooperate and use their good faith and diligent efforts to make such adjustments no later than thirty (30) days after the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing . Items of income and attributable to any expense for the period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing DateDate will be for the account of Seller, and payment thereof has not been made items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. Bills received after Closing that relate to expenses incurred, services performed or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect other amounts allocable to the collection of any Delinquent Rental. All sums collected by Purchaser in period prior to the month of Closing Date shall be applied to the month of Closing. All sums collected paid by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums amounts not so paid by Seller may be set off against amounts (if any) otherwise due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent duehereunder.

Prorations and Adjustments. (a) Seller The following shall be prorated and Purchaser agree to prorate and/or adjust, adjusted between Contributor and Subsidiary as of 11:59 p.m. the Closing Date, except as otherwise specified: 12.1. The amount of all security and other Tenant deposits, and interest due thereon, if any, shall be credited to Subsidiary or paid to Subsidiary at Closing. Any non-cash securities and documents deposited for such purposes shall be transferred to Subsidiary at Closing; 12.2. Subsidiary and Contributor shall divide the cost of any closing escrow fee charged by the Title Company hereunder equally between them; 12.3. All utility expenses, including water, fuel, gas, electricity, telephone, sewer, trash removal, heat, and other services furnished to or provided for the Project shall be prorated between Contributor and Subsidiary on a daily basis as of the day Closing Date, with Contributor paying those allocable to the period preceding the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date; 12.4. General real estate taxes applicable to any of the Project due and payable in the year of Closing shall be prorated between Contributor and Subsidiary on a daily basis as of the Closing Date, with Contributor paying those allocable to the period prior to the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date; 12.5. Subsidiary shall assume in full all new and special assessments (and charges in the “Proration Time”)nature of or in lieu of such assessments) that are assessed and levied with respect to any of the Land as of the Closing Date. Subsidiary shall assume all special assessments (and charges in the nature of or in lieu of such assessments) pending with respect to any of the Land as of and levied after the Closing Date; 12.6. Personal property taxes applicable to any of the Personal Property due and payable in the year of Closing shall be prorated between Contributor and Subsidiary on a daily basis as of the Closing Date based upon a calendar year, with Contributor paying those allocable to the following (collectivelyperiod prior to the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date; 12.7. All sums accruing prior to the Closing Date under the existing promissory notes, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits Existing Mortgage and any prepaid rents, together with any interest required to existing loan documents shall be paid thereon. by (iiiand shall be the responsibility of) Utility charges payable by SellerContributor, including, without limitation, electricity, water charges all prepayment penalties and sewer charges. If there are meters on any interest in respect of the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the period following Closing with respect to utility billsthe prepayment at Closing; 12.8. If meter readings on the day before the Closing Date are not possibleCommissions of leasing and rental agents for, then Seller will cause readings and tenant improvement costs related to, any Lease entered into as of all said meters to be performed not more than five (5) days or prior to the Closing Date, and a per diem adjustment shall be made with respect only to base lease term (but not for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providersfuture expansions, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (ivrenewals, or otherwise) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes are due and payable for the calendar year. If on or before the Closing Date shall occur before be paid in full at or prior to Closing by Contributor, without contribution or proration from Subsidiary; 12.9. All rent and other charges payable by Tenants under the tax rate is fixed, the apportionment of real estate taxes Leases shall be upon the basis prorated as of the tax rate for the preceding year applied to the latest assessed valuation. IfClosing Date between Contributor and Subsidiary on a daily basis, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than with Contributor retaining those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating allocable to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (and Subsidiary receiving those allocable to the “period commencing on the Closing Statement”)Date. The parties acknowledge that Subsidiary has received on the Closing Statement, once agreed upon, shall be signed by Purchaser and SellerStatement a credit in the amount of the Rent Payment. The proration shall be paid If at Closing a Tenant is delinquent in any payment required under its Lease, then, to the extent Subsidiary receives after Closing from such Tenant amounts in excess of all rent and other charges payable by Purchaser such Tenant to Seller (if Subsidiary pursuant to the prorations result in a net credit subject Lease, Subsidiary shall pay such excess to Seller) Contributor. Notwithstanding the foregoing, Subsidiary shall have no obligation to seek or by Seller to Purchaser (if collect any such delinquent amount; 12.10. Contributor shall pay all state deed tax regarding the prorations result in a net credit to Purchaser) by increasing or reducing the cash Warranty Deed to be delivered by Purchaser in payment Contributor to Subsidiary. Subsidiary shall pay the cost of recording the Warranty Deed; 12.11. Contributor will pay all service charges for and costs of the Purchase Price at Title Evidence, except that Subsidiary will pay all premiums required for the Closing. If the actual amounts issuance of the Proration Items are not known Title Policy described in Section 7.2; 12.12. All other operating costs of the Project shall be prorated between Contributor and Subsidiary on a daily basis as of the Closing Date, with Contributor paying those allocable to the period prior to the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date. To the extent any operating expenses of the Project (including real estate taxes and special assessments) are reimbursable by Tenants under the Leases, Subsidiary shall pay to Contributor the amount of such operating expenses actually paid by Contributor and reimbursable (but not yet reimbursed) by such Tenants under the Leases, and Subsidiary thereafter may collect and retain all Tenant reimbursements; and; 12.13. Contributor shall pay all fees and expenses imposed by Contributor’s accountants and attorneys in connection with this Agreement and the transaction contemplated hereunder and Subsidiary shall pay all fees and expenses imposed by Acquiror’s accountants and attorneys in connection with this Agreement and the transaction contemplated hereunder. In the event of a discrepancy between the Closing Statement and the prorations will described above, the Closing Statement shall govern in all events. For purposes of calculating prorations, Subsidiary shall be made at deemed to be in title to the Project, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing on Date. Subject to Section 12.10 above with respect to delinquent rents, amounts received by Subsidiary with respect to any period of time from and after the basis of the best evidence then available; thereafter, when actual figures are received, re-Closing Date shall belong to Subsidiary. All such prorations will shall be made on the basis of the actual figuresnumber of days of the year and month that shall have elapsed as of the Closing Date. Bills received after Closing that relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid, in cash, by Contributor, to the extent due and owing. Distributions in respect of the LP Units acquired by the LP Unit Recipients shall begin to accrue from and after the Closing Date (notwithstanding the fact that such date may not be the applicable record date under the Partnership Agreement), and a final cash settlement will the amount of distributions paid or to be made between Seller and Purchaser. No prorations will paid to the LP Unit Recipients for any quarter shall be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaserprorated accordingly. The provisions terms of this Section 10.4(b) will 12 shall survive the Closing for twelve a period of six (126) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller months and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate merge into any existing agreements with Tenants relating to past rent dueconveyancing documents delivered at Closing.

Prorations and Adjustments. (a) Seller The Parties, acting in good faith, will prepare prior to Closing a calculation of prorations and Purchaser agree other adjustments, which shall include, without limitation, rent, any other income derived by the Owners from the Contributed Property, in each case to prorate and/or adjustthe extent actually received by Owners, property operating expenses, real property taxes and assessments (on the basis upon which each applicable Tenant is billed by Owner), personal property taxes and assessments, in all cases to the extent not paid directly by a Tenant, Tenant reimbursements, and other customary items, which amounts shall be prorated and adjusted between the Parties as of 11:59 p.m. P.M. (Eastern Time) on the day preceding the Closing Date (Closing, based upon the “Proration Time”actual number of days in the applicable month or year. It is understood and agreed by the Parties that some of the prorations and their adjustments may be based upon good faith estimates. The Parties agree to re-prorate and readjust such items on a fair and equitable basis as soon as income or invoices or other bills are available and after final reconciliation with Tenants, with final adjustment to be made as soon as reasonably possible after Closing. Except as otherwise provided in the first sentence of this Section 7.5(a), all expenses due and payable in calendar year 2018 shall be prorated on an accrual basis by the following (collectively, Seller and the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing Purchaser with respect to utility billsthe pre- and post-contribution periods, respectively. If meter readings on Notwithstanding the day before the Closing Date are not possibleforegoing, then Seller will cause readings there shall be no proration of all said meters to be performed not more than five (5) days prior property operating expenses, real property taxes and assessments, personal property taxes and assessments to the Closing Dateextent such expenses are payable directly by a Tenant. Payments either from or to the Seller or the Purchaser, and a per diem as the case may be, in connection with the final adjustment shall be made due within thirty (30) days after a determination of such final adjustment, and the parties shall document the final prorations. To the extent delinquent rents are received after Closing, such rents shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable Seller any rent properly allocated to the pre-contribution period. After taking into account the prorations required by this Section 7.5(a), all cash reserves in any Owner or General Partner (or any manager under a Management Agreement) bank accounts shall be for the days between the meter reading date and the Closing Date based on the most recent meter readingaccount of Seller. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration The obligations of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of under this Section 10.4(a)(v7.5(a) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on Other than taxes required under a preliminary closing statement Lease to be prepared paid by a Tenant, Seller shall remain liable for any and submitted all taxes (including any taxes imposed by a taxing authority pursuant to Purchaser an audit or other proceeding) determined to have accrued or have been due and payable with respect to a General Partner, Owner or the Contributed Property (or any portion thereof) on or prior to the Closing Date during the applicable statute of limitations period (other than any Transfer Taxes 23 payable by the “Closing Statement”Partnership in accordance with Section 7.4 and any taxes subject to the prorations set forth in Section 7.5(a) above). The Closing StatementARTICLE 8 AS IS 8.1 AS-IS. EXCEPT FOR SELLER’S WARRANTIES IN SECTION 3.1 OF THIS AGREEMENT, once agreed uponTHIS CONTRIBUTION IS MADE WITHOUT REPRESENTATION, shall be signed by Purchaser and SellerCOVENANT, OR WARRANTY OF ANY KIND (WHETHER EXPRESS OR IMPLIED) BY SELLER. The proration shall be paid at Closing by Purchaser to Seller AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, PURCHASER AGREES TO ACCEPT THE INTERESTS ON AN “AS IS” AND “WHERE IS” BASIS, WITH ALL FAULTS, AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS. EXCEPT FOR SELLER’S WARRANTIES IN SECTION 3.1 OF THIS AGREEMENT, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER WITH RESPECT TO THE INTERESTS OR CONTRIBUTED PROPERTIES AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS, ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, THE PRESENCE OF LEAD-CONTAINING DUST, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT (if the prorations result in a net credit to SellerINCLUDING, WITHOUT LIMITATION, THE ADA). PURCHASER ACKNOWLEDGES THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL CONDITION OF THE INTERESTS AND CONTRIBUTED PROPERTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN WITH RESPECT TO SELLER'S WARRANTIES, PURCHASER EXPRESSLY RELEASES, AND WAIVES (TO THE EXTENT ALLOWED BY APPLICABLE LAW) or by Seller to Purchaser ANY CLAIMS UNDER FEDERAL LAW, STATE OR OTHER LAW, WHETHER IN LAW OR EQUITY THAT PURCHASER MIGHT OTHERWISE HAVE AGAINST SELLER RELATING TO THE USE, CHARACTERISTICS OR CONDITION OF THE INTERESTS OR THE CONTRIBUTED PROPERTIES WHETHER ARISING BEFORE OR AFTER THE CLOSING DATE, INCLUDING, WITHOUT LIMITATION, ANY PHYSICAL, ENVIRONMENTAL, ECONOMIC OR LEGAL CONDITION THEREOF AND ANY CLAIM FOR INDEMNIFICATION OR CONTRIBUTION ARISING UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT (if the prorations result in a net credit to 42 U.S.C. SECTION 9601 ET SEQ.) OR ANY SIMILAR FEDERAL, STATE OR LOCAL STATUTE, RULE OR ORDINANCE RELATING TO LIABILITY OF INTERESTS OR CONTRIBUTED PROPERTY OWNERS FOR ENVIRONMENTAL MATTERS. /s/ AZF Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.'s Initials

Prorations and Adjustments. Special assessment liens which have been certified and physically commenced (acertified liens) as of the Closing shall be paid in full by Seller (and discharged such that the Subject Property is free of same) at the Closing. Special assessment liens which have been authorized, but where work has not been commenced and are pending (pending liens) as of the Closing shall be assumed by Purchaser. Real property taxes are to be prorated on a daily basis between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. midnight on the day preceding date of the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to Closing. Real property taxes shall be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters prorated on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration basis of the Evaluation Period. (v) Real estate taxes due and payable for the calendar then current year's tax, if known. If the Closing Date shall occur before at a date when the tax rate is then current year's taxes are not fixed, and the apportionment of real estate current year assessment is available, taxes shall will be prorated based upon such assessment and the prior year's millage. If the current year's assessment is not available, then taxes will be prorated upon the basis of the tax rate taxes for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versamost recent calendar year; provided, however, any tax proration based upon an estimate may at the request of either party be promptly readjusted when the current taxes are ascertained, and a statement to that effect is to be set forth on the Closing statement. All insurance (if any increase in not short rated by the assessed value Purchaser), water and sewer charges and all other apportionable operating costs, revenues, charges and expenses with respect to the Subject Property shall be prorated on a daily basis as of the Property results from improvements made Closing Date. Utilities shall be read on the Closing Date and the bills to such date paid by Seller. Seller shall be responsible for all operating expenses for the Property by period prior to Closing. All prepaid deposits for insurance, utilities, etc. shall, at Purchaser's option, then either be: (i) refunded to Seller at the Closing; or (ii) transferred to Purchaser in which event the proportionate amount thereof shall be credited to Seller. In the event Purchaser shall elect not to continue the present insurance coverage on the Subject Property, such coverage shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which terminated as of the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs and there shall be apportioned between Seller and Purchaser based on their respective periods no proration of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or creditsinsurance premium. The provisions of this Section 10.4(a)(v) Paragraph 11 shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller The operation of the Business and Purchaser agree to prorate and/or adjustthe income and normal operating expenses, as of including without limitation assumed liabilities and prepaid expenses, attributable thereto through 11:59 p.m. on of the day preceding prior to the Closing Date (the “Proration Time”"ADJUSTMENT DATE") shall be for the account of Seller and thereafter for the account of Buyer. Expenses for goods or services received both before and after the Adjustment Date, taxes and assessments, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer as of the Adjustment Date (the "CLOSING DATE ADJUSTMENTS"). All special assessments and similar charges or liens imposed against the Real Property and Business Equipment in respect of any period of time through the Adjustment Date, whether payable in installments or otherwise, shall be the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by responsibility of Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing amounts payable with respect to utility bills. If meter readings on such special assessments, charges or liens in respect of any period of time after the day before Adjustment Date shall be the Closing Date are not possible, then Seller will cause readings responsibility of all said meters to be performed not more than five (5) days prior to the Closing DateBuyer, and a per diem adjustment such charges shall be made for the days between the meter reading date and the Closing Date based on the most recent meter readingadjusted as required hereunder. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten Ten (10) days prior to the Closing by Seller’s supplier. Date Seller shall estimate the Net Asset Value, based upon the August 31, 1997 balance sheet and verifiable changes thereto since August 31, 1997, and all apportionments pursuant to this Article IV and shall deliver a statement of its estimates to Buyer (b) which statement shall set forth in reasonable detail the basis for those estimates). If Buyer disagrees with such estimates, Buyer may elect to postpone the Closing until such disagreement is resolved. At the Closing, Buyer shall pay to Seller will be charged and credited for the amounts of all net amount due as a result of the Proration Items relating to the period up to estimated Net Asset Value and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date apportionments (the “Closing Statement”excluding any item that is in dispute). The Closing Statement, once agreed upon, Buyer shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to thereafter have the balance sheet of Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known audited as of the Closing DateDate to verify the Net Asset Value and apportionments. Within five (5) days after receipt of the audit results from Xxxxxx Xxxxxxxx LLP (the "PAYMENT DATE"), Buyer shall deliver to Seller a statement of any adjustments to Seller's estimate of the Net Asset Value and apportionments, and Buyer shall pay to Seller, or Seller shall pay to Buyer, as the case may be, any amount due as a result of the adjustment (or, if there is any dispute, the prorations will undisputed amount). If Seller or Xxx disputes Buyer's determinations, or if at any time after delivery of Buyer's statement of determinations, either party determines that any item included in the Net Asset Value or apportionments is inaccurate, or that an additional item should be included in the Net Asset Value or apportionments, the parties shall confer with regard to the matter and an appropriate adjustment and payment shall be made at Closing as agreed upon by the parties (or, if they are unable to resolve the matter, they shall select a firm of independent certified public accountants to resolve the matter, whose decision on the basis of matter shall be binding and whose fees and expenses shall be borne equally by the best evidence then available; thereafterparties). Any amounts due from Seller or Xxx, when actual figures are received, re-prorations will be made on the basis of one hand, or Buyer, on the actual figuresother hand, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation pursuant to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive subsection shall bear interest from the Closing for twelve (12) months. (c) Purchaser will receive Date until paid at a credit on rate per annum equal to the Closing Statement for the prorated amount generally prevailing prime interest rate (as of the Proration Timereported by THE WALL STREET JOURNAL) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals plus five percent (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease5%), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. For any utility that is lienable for non-payment, the parties shall comply with local custom. (iv) Amounts payable under the Apex Agreement, and under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The parties shall further endeavor to prorate and adjust real estate taxes in accordance with local custom. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. In addition, the parties shall prorate and adjust utility charges in accordance with local custom. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller The Parties, acting in good faith, will prepare prior to Closing a calculation of prorations and Purchaser agree other adjustments, which shall include, without limitation, rent and any other income derived by the Owners from the Properties, in each case to prorate and/or adjustthe extent actually received by Owners, debt service for the Existing Loan, ground rent payable by the applicable Owners to any Third-Party Ground Lessor, property operating expenses, real property taxes and assessments (on the basis upon which each applicable Tenant is billed by an Owner), personal property taxes and assessments, in all cases to the extent not paid directly by a Tenant or Third-Party Ground Lessor, Tenant and Third-Party Ground Lessor reimbursements, and other customary items, which amounts shall be prorated and adjusted between the Parties as of 11:59 p.m. P.M. (Eastern Time) on the day preceding the Closing Date (Closing, based upon the “Proration Time”actual number of days in the applicable month or year. It is understood and agreed by the Parties that some of the prorations and their adjustments may be based upon good faith estimates. The Parties agree to re-prorate and readjust such items on a fair and equitable basis as soon as income or invoices or other bills are available and after final reconciliation with Tenants and Third-Party Ground Lessors, with final adjustment to be made as soon as reasonably possible after Closing. Except as otherwise provided in the first sentence of this Section 7.5(a), all expenses due and payable shall be prorated at Closing on an accrual basis by the following (collectively, Seller and the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing Purchaser with respect to utility billsthe pre- and post-sale periods, respectively. If meter readings on Notwithstanding the day before the Closing Date are not possibleforegoing, then Seller will cause readings there shall be no proration of all said meters to be performed not more than five (5) days prior property operating expenses, real property taxes and assessments, personal property taxes and assessments to the Closing Dateextent such expenses are payable directly by a Tenant or a Third-Party Ground Lessor. Payments either from or to the Seller or the Purchaser, and a per diem as the case may be, in connection with the final adjustment shall be made due within thirty (30) days after a determination of such final adjustment, and the parties shall document the final prorations. To the extent delinquent rents are received after Closing, such rents shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable Seller any rent properly allocated to the pre-sale period. After taking into account the prorations required by this Section 7.5(a), all cash reserves in any Owner, General Partner or Holdco Subsidiary bank accounts shall be for the days between the meter reading date and the Closing Date based on the most recent meter readingaccount of Seller. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration The obligations of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of under this Section 10.4(a)(v7.5(a) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited At Closing, Purchaser shall receive a credit against the Sales Price for the amounts unpaid as of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date for the cost of any landlord work and tenant improvements commitments of the Owners as of August 12, 2021, for the Properties located in Crossville, Tennessee, Xxxxxx, South Carolina, Lumberton, North Carolina, Dry Ridge, Kentucky, and Marshall, Michigan (individually, an “Unfunded TI Allowance” and collectively, the “Closing StatementUnfunded TI Allowances”). However, for the Property located in Duncan, South Carolina, because the amount of the Unfunded TI Allowance is not yet finally determined as of the Effective Date, the Parties estimate such amount to be $877,253.50. The actual Unfunded TI Allowance to be credited to Purchaser on the Closing StatementDate in respect of the Duncan, once agreed upon, South Carolina Property shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or $877,253.50 less amounts actually expended by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, as evidenced by invoices. Within thirty (30) days after the prorations will be made work in respect of the Duncan, South Carolina Property is complete, the parties shall reconcile the actual amount of the Unfunded TI Allowance and, if Purchaser’s credit at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of was less than the actual figuresamount required to be credited to Purchaser, and a final cash settlement will Seller shall pay such difference to Purchaser and, if Purchaser’s credit at Closing was more than the actual amount required to be made between credited to Purchaser, Purchaser shall pay such difference to Seller. The obligations of Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of Purchaser under this Section 10.4(b7.5(b) will shall survive the Closing for twelve (12) monthsClosing. (c) Purchaser will receive Other than taxes required under a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause Lease to be paid by a Tenant or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for a Third-Party Ground Lessor under the a Ground Lease, Seller shall remain liable for any and all taxes (including any taxes imposed by a taxing authority pursuant to an audit or other proceeding) determined to have accrued or have been due and payable with respect to a Holdco Subsidiary, General Partner, Owner or the extent the same exceeds Property (or any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant portion thereof) on or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, Date during the applicable statute of limitations period (other than any Transfer Taxes payable by the Partnership in accordance with Section 7.4 and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect any taxes subject to the collection of any Delinquent Rental. All sums collected by Purchaser prorations set forth in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e7.5(a) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueabove).

Prorations and Adjustments. (a) The following shall be prorated and adjusted between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. the Closing Date, except as otherwise specified: 14.1 The amount of all security and other Tenant deposits required to be held pursuant to the Leases, and interest due thereon, if any, shall be credited to Purchaser. 14.2 Water, electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, on final meter readings and final invoices. 14.3 Amounts paid or payable under the Assigned Contracts shall be prorated. 14.4 All real estate, personal property and ad valorem taxes for the current year applicable to the Project shall be prorated utilizing actual final tax bills, if available prior to Closing. If such bills are not available, then such taxes shall be prorated on the day preceding basis of the most currently available tax bills for the Project and promptly re-prorated upon the issuance of final bills therefor, and any amounts due from any party to the other shall be paid in cash at that time. Prior to or at Closing, Seller shall pay or have paid all tax bills that are due and payable prior to or on the Closing Date (and shall furnish evidence of such payment to Purchaser and the “Proration Time”)Title Company. 14.5 All assessments, general or special, shall be prorated as of the following (collectivelyClosing Date, with Seller being responsible for any installments of assessments which are due prior to the “Proration Items”):Closing Date and Purchaser being responsible for any installments of assessments which are due on or after the Closing Date. (i) Rents, 14.6 Commissions of leasing and rental agents and tenant improvement allowances for any Leases entered into subsequent to the Contract Date in accordance with Section 10.4(c) belowSECTION 8.1.9 shall be prorated as provided in SECTION 14.3 as of the Closing Date. (ii) Cash Security Deposits 14.7 All base rents and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Sellerother charges, including, without limitation, electricityall additional rent, water charges shall be prorated at Closing. At the time(s) of final calculation and sewer chargescollection from the Tenants of additional rent and other items based on annual totals for 2003, there shall be a re-proration between Seller and Purchaser as to adjustments of additional rent and such other items, with such re-prorations being payable to the appropriate recipient. If there are meters on the Real PropertySuch re-proration shall be paid, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility billscalendar year 2003, upon Seller's presentation of its final accounting to Purchaser, certified as to accuracy by Seller not later than April 30, 2004, and, with respect to calendar year 2004, upon Purchaser's presentation of its final accounting to Seller, certified as to accuracy by Purchaser not later than April 30, 2005. If meter readings on At the day before Closing, no "DELINQUENT RENTS" (all rents or other charges that have not been collected as of the Closing Date other than those due from any Tenant which are paid in arrears and other than any additional rent "true up" for calendar year 2003) shall be prorated in favor of Seller. Notwithstanding the foregoing, Purchaser shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to Seller from Tenants, but Purchaser shall not possiblebe required to xxx the Tenants (nor shall Seller be entitled to xxx or otherwise pursue any Tenant for Delinquent Rents). Other than any additional rent "true up" for calendar year 2003, then all rents and other charges received by (or for the benefit of) Purchaser from any Tenants after the Closing shall be first applied against current and past due obligations owed to, or for the benefit of, Purchaser, and any excess shall be delivered to Seller, but only to the extent of amounts in default and owed to, and for the benefit of, Seller will cause readings of all said meters to be performed not more than five (5) days for the period prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; providedIn no event, however, shall any sums be paid to Seller to the extent Seller has been previously reimbursed for such default out of any security deposit and security deposits have been appropriately prorated hereunder. Any additional rent "true up" for calendar year 2003 received by (or for the benefit of) Purchaser from any Tenants after the Closing shall be delivered to Seller. Rent from the US Government shall be prorated at time of Closing by assuming that if any increase the entire base rent for the month of closing will be paid by the US Government in the assessed value month after Closing, and crediting to Seller its proportionate share of the Property results from improvements made to the Property by Purchasersuch rent. 14.8 Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. For purposes of calculating prorations, then Purchaser shall be solely deemed to be in title to the Project, and therefore entitled to the income therefrom and responsible for any increase in taxes attributable thereto. With respect to tax appealsthe expenses thereof, any tax refunds or credits attributable to tax years prior to for the tax year in entire day upon which the Closing occurs shall belong solely to Seller, regardless of whether occurs. All such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, number of days of the year and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (month that shall have elapsed as of the Proration Time) Closing Date. The amount of all Rental previously paid to or collected by such prorations shall he adjusted in cash after Closing, as and when complete and accurate information becomes available. Seller and attributable Purchaser agree to any period following the Proration Time. After cooperate and use their good faith and diligent efforts to make such adjustments no later than 30 days after the Closing, Seller will cause except as otherwise provided above with respect to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing taxes and attributable to any additional rent. Items of income and expense for the period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing DateDate will be for the account of Seller and items of income and expense for the period on and after the Closing Date will be for the account of Purchaser. Bills received after Closing that relate to expenses incurred, and payment thereof has not been made on services performed or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect other amounts allocable to the collection of any Delinquent Rental. All sums collected by Purchaser in period prior to the month of Closing Date shall be applied to the month of Closing. All sums collected paid by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums amounts not so paid by Seller may be set off against amounts (if any) otherwise due Seller will be promptly remitted hereunder. The obligations of the parties pursuant to Seller. Purchaser this SECTION 14 shall survive the Closing and shall not modify, amend or terminate merge into any existing agreements with Tenants relating to past rent duedocuments of conveyance delivered at Closing.

Prorations and Adjustments. The following shall be prorated and adjusted as of the date of Closing: (a) Seller Real and Purchaser agree to prorate and/or adjustpersonal property taxes shall be prorated based upon the current year's tax with due allowance made for the maximum allowable discount and exemptions if allowed for said year. If the current year's assessment is not available, as of 11:59 p.m. on then taxes will be prorated based upon the day tax assessment for the Property for the immediately preceding year, with due allowance made for the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) belowmaximum allowable discount and exemptions if allowed for said year. (iib) Cash Security Deposits and any prepaid rentsCertified government liens or special assessment liens, together with any interest required to if any, will be paid thereonby the Seller. Pending governmental liens, if any, will be assumed by the Purchaser. (iiic) Utility charges payable by SellerSecurity deposits, includingif any, without limitationform tenant's leases and other contracts, electricitydeposits, water charges including advance booking deposits, prepaid rent and sewer charges. If there are meters on escrows held in connection with tenancies of the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment Property shall be made for the days between the meter reading date transferred to Purchaser. (d) Rents and the Closing Date based on the most recent meter readingother revenues shall be prorated. Seller will Proration of rents shall be of those actually received and Purchaser shall be entitled to all deposits presently in effect with rents and other income accruing from and after the utility providersdate of Closing. Any rentals or other sums due Seller before Closing, and Purchaser will but not yet collected as of the date of Closing, shall be obligated the Seller's exclusive responsibility to make its own arrangements for any deposits with the utility providerscollect. (ive) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected All utility charges, including but not to assume by written notice to Seller prior to the expiration limited to, telephone service, gas, water and sewer, and electric power shall be prorated as of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment date of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within At least ten (10) days prior to Closing, Seller shall notify all utilities servicing the Property of the contemplated change in ownership, and direct that current xxxxxxxx for services rendered up to the date of Closing be directed to Seller and that all future xxxxxxxx for services rendered on or after the Closing Date be directed to Purchaser with no interruption of service. Such notice shall be provided in writing and copies of same furnished by Seller’s supplierSeller to Purchaser. Only deposits, standby charges and other prepayments which may be assignable and are assigned to Purchaser shall be paid for by Purchaser at Closing. Non-assignable deposits and other charges shall be refunded to Seller and replaced by Purchaser with appropriate adjustment to the proration. (bf) Seller will be charged All other income, receivables, claims and credited for rights to revenue derived from the amounts of all of the Proration Items Property accruing or relating to the period up to the date of Closing shall belong to the Seller and including the Proration Time, and Purchaser will it shall be charged and credited for all of the Proration Items Seller's exclusive responsibility to collect same if it has not done so by Closing. All other income relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration Property shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (cg) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, Insurance premiums relating to the extent the same exceeds any expense stop specified in Property shall be prorated if Purchaser elects to assume such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in insurance. (h) Any unpaid operating expenses incurred during the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueprorated.

Prorations and Adjustments. (a) Seller The following items shall be prorated and Purchaser agree to prorate and/or adjust, adjusted as of 11:59 p.m. the Closing Date: 8.4.1 All non-delinquent real estate taxes and assessments shall be prorated as of the Closing on the day preceding basis of the Closing Date (most recent tax statement for the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer chargesProperty. If there are meters Any delinquent taxes on the Real PropertyProperty shall be paid at Closing from funds accruing to Seller. If, final readings and final xxxxxxxx for utilities will be made if possible on after the day before Closing, supplemental real estate taxes are assessed against the Closing Date, in which Real Property by reason of any event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days occurring prior to the Closing Date, Buyer and a per diem adjustment Seller shall be made for promptly adjust the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment proration of real estate taxes shall be upon the basis of the tax rate with Seller responsible for the preceding year applied all taxes attributable to the latest assessed valuation. If, subsequent period prior to the date of Closing Date, real estate and Buyer responsible for all taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made attributable to the Property by Purchaser, then Purchaser period on or after the date of Closing (it being agreed that Buyer shall be solely responsible for any increase in real estate taxes attributable thereto. With respect resulting from the sale of the Property to tax appeals, any tax refunds or credits attributable Buyer pursuant to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the ClosingAgreement). (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will 8.4.2 All prorations which can be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The reasonably estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will Date shall be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit Escrow on the Closing Statement Date. Seller shall make available for review by Buyer such financial documents as may be appropriate in connection with the prorated amount (estimated amounts proposed by Seller in connection with the preparation of the estimated schedule. As soon as reasonably practicable following the Closing, upon obtaining the necessary information any required adjustments to the prorations made pursuant to the schedule as of the Proration Time) of all Rental previously paid to or collected Closing shall be made by Seller and attributable Buyer. In connection with any such adjustments Seller and Buyer shall each make available to the other for review such financial documents as may be appropriate in connection with the preparation of any period following adjustments. The net credit due from one party to the Proration Time. After the Closing, Seller will cause to other as a result of such post-Closing prorations and adjustments shall be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent other in cash immediately upon the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users parties’ written agreement pursuant to a final schedule of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentalpost-closing adjustments. All sums collected by Purchaser in the month post-closing adjustments shall be made within 90 days of Closing or shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent duehave been deemed waived.

Prorations and Adjustments. (a) Seller The following shall be prorated and Purchaser agree to prorate and/or adjust, adjusted between Sellers and Buyer as of 11:59 p.m. the Closing Date, except as otherwise specified: 17.1. The amount of all security and other Tenant deposits, and interest due thereon, if any, shall be credited to Buyer; 17.2. Buyer and Sellers shall divide the cost, if any, of any closing escrows hereunder equally between them; 17.3. Water, electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the day preceding most currently available billing information, and reprorated upon issuance of final utility bills; 17.4. Amounts paid or payable under any Assigned Contracts shall be prorated based, to the extent practicable, on final invoices, or, in the event final invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final invoices; 17.5. All real estate, personal property and ad valorem taxes applicable to the Projects and levied with respect to current tax year shall be prorated as of the Closing Date, utilizing the actual final Tax Bills for those Projects. Prior to or at the Closing, Sellers shall pay or have paid all Tax Bills that are due and payable prior to or on the Closing Date (and shall furnish evidence of such payment to Buyer and the “Proration Time”)Title Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing. 17.6. All assessments, general or special, shall be prorated as of the following (collectivelyClosing Date on a "due date" basis such that the applicable Entity or Seller shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date and Buyer shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; 17.7. Commissions of leasing and rental agents for any Lease entered into as of or prior to the Contract Date, whether with respect to base lease term or future expansions, shall be paid in full at or prior to the “Proration Items”): (i) RentsClosing by Seller, without contribution or proration from Buyer, except for renewal commissions as disclosed to Buyer in Exhibit "Commissions". As to Leases entered into between the Contract Date and the Closing Date in accordance with Section 10.4(c) below12.1, commissions shall be prorated as of the Closing Date based upon the portion of the term of the Lease before Closing and the portion of the term of this Lease after Closing. At Closing, COPT shall reimburse CPI the amount of leasing commissions payable to unaffiliated third-parties and tenant improvements costs payable to unaffiliated third-parties incurred by CPI with respect to Leases entered into, subject to Section 12.1 of this Agreement, after March 9, 1998 at the Project known as "One Constellation Centre", the amount claimed for reimbursement evidenced by invoices or paid receipts from such third parties or other evidence of expense reasonably required by Buyer.. 17.8. Current interest under Assumed Indebtedness shall be prorated as of the Closing Date. (ii) Cash Security Deposits 17.9. All Base Rents and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Sellerother charges, including, without limitation, electricityall Additional Rent, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will shall be made if possible on the day before prorated as of the Closing Date. At the time(s) of final calculation and collection from Tenants of Additional Rent for 1998, there shall be a re-proration between Sellers and Buyer as to Additional Rent adjustments, with such re-prorations being payable to the appropriate recipient in which event cash. Such re-proration shall be paid upon Buyer's presentation of its final accounting to Seller, certified as to accuracy by Buyer. At the Closing, no proration will "Delinquent Rents" (rents or other charges that are due as of the Closing) shall be made at prorated in favor of Seller. The parties' respective obligations to reprorate Additional Rent shall survive the Closing. Notwithstanding the foregoing, Buyer shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to Sellers from Tenants, but Buyer shall not be required to xxx any Tenants. All rents and other charges received by (or for the benefit of) Buyer from any Tenant after the Closing shall be first applied against current and past due obligations owed to, or for the benefit of, Buyer (with respect to utility bills. If meter readings on the day before those obligations accruing subsequent to the Closing Date are not possibleDate), then Seller will cause readings and any excess shall be delivered to Seller, but only to the extent of all said meters to be performed not more than five (5) days amounts in default and owed to, and for the benefit of, Sellers for the period prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; providedIn no event, however, that if shall any increase in the assessed value of the Property results from improvements made sums be paid to Sellers to the Property by Purchaser, then Purchaser extent Sellers have been previously reimbursed for such default out of any security deposit and security deposits have been appropriately prorated hereunder; and 17.10. Such other items that are customarily prorated in transactions of this nature shall be solely responsible for any increase in taxes attributable theretoratably prorated. 17.11. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner Project known as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property"Cranberry Square", at Seller’s most recent costClosing, including taxesBuyer shall reimburse CPI amounts expended by CPI from and after March 9, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to 1998 until the Closing Date on the expansion of the Cranberry Square Project, subject, however, to the limitation, that the amount payable to CPI under this Section 17.11 shall not exceed the amount determined by subtracting the costs to complete the expansion of the Cranberry Square Project after the Closing Date as reasonably determined by Buyer and Sellers from Two Million Two Hundred Thousand Dollars (the “Closing Statement”$2,200,000.00). The Closing Statement, once agreed upon, Amounts claimed for reimbursement shall be signed evidenced by Purchaser and Sellerinvoices or paid receipts from third-parties not affiliated with CPI, or other evidence of expense reasonably required by Buyer. The proration For purposes of calculating prorations, Buyer shall be paid at Closing by Purchaser to Seller (if deemed, through control of the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash Entities, to be delivered by Purchaser in payment of title to the Purchase Price at Projects, and therefore entitled to the Closing. If income therefrom and responsible for the actual amounts of expenses thereof, for the Proration Items are not known as of the entire Closing Date, the . All such prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will shall be made on the basis of the actual figures, number of days of the year and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (month that shall have elapsed as of the Proration Time) of all Rental previously paid Closing Date. Bills received after the Closing that relate to expenses incurred, services performed or collected other amounts allocable to the period prior to the Closing Date shall be paid, in cash, by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the LeaseSeller, to the extent due and owing. Bills received by Sellers after the same exceeds any expense stop specified in such Lease)Closing Date that relate to expenses incurred, retroactive rentals, all administrative charges, utility charges, tenant services performed or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under amounts allocable to the Leases period on or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to after the Closing Date, and payment thereof has not been made on or before shall be paid, in cash, by the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect Buyer, to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders extent due and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueowing.

Prorations and Adjustments. (a) Seller and Purchaser Buyer agree to prorate and/or adjust, as of 11:59 p.m. p.m., Pacific Time on the day immediately preceding the Closing Date (in accordance with the “Proration Time”)applicable provisions of this Section 3.10, the following (collectively, the “Proration Items”): ): real estate and personal property taxes and assessments, utility bills (i) Rentsexcept as hereinafter provided), in accordance with Section 10.4(c) below. (ii) Cash Security Deposits collected Rents and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges operating expenses payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing Seller with respect to utility billsthe Target Properties. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including 11:59 p.m., Pacific Time on the Proration Timeday immediately preceding the Closing Date, and Purchaser Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration TimeClosing Date. The Such estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser Buyer at least three (3) Business Days prior to the Closing Date for any revisions necessary to effectuate the provisions of this Section 3.10, and Sections 3.10.1, 3.10.2, 3.10.3, 3.10.4 and 3.10.5 (the “Closing Statement”), which Closing Statement shall be based on, and be consistent with, the Pro Forma Closing Statement. The Closing Statement, once agreed upon, shall be signed by Purchaser Buyer and Seller and delivered to the Escrow Agent for purposes of making the proration adjustment at Closing, which shall be final and binding upon Buyer and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, available as mutually agreed upon by Buyer and a final cash settlement will be made between Seller and PurchaserSeller. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to PurchaserBuyer. The provisions of this Section 10.4(b) Final readings and final xxxxxxxx for utilities will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (be made if possible as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been in which event no proration will be made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures at Closing with respect to the collection of any Delinquent Rentalutility bills. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted entitled to Sellerall deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for future deposits with the utility providers. Purchaser Notwithstanding anything to the contrary contained herein, no prorations shall be made with respect to any items contracted for directly by a tenant, and for which a tenant is 100% directly responsible, unless the landlord has responsibility if the tenant does not modifypay the same, amend or terminate any existing agreements with Tenants relating under a Tenant Lease (e.g., under a “triple net” lease). Seller shall deliver to past rent dueBuyer a pro forma estimated proration statement not less than ten (10) days prior to the date scheduled for the Seller Stockholder Meeting, showing pro forma prorations as of the end of the preceding calendar month. Seller and Buyer shall endeavor to agree on the form and methodology utilized in preparing the pro forma estimated proration statement prior to the Business Day which is two (2) Business Days preceding the date scheduled for the Seller Stockholder Meeting (as so agreed upon, the “Pro Forma Closing Statement”).

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”)Unless otherwise provided, the following (collectively, items shall be prorated and either adjusted between the “Proration Items”):parties or paid at closing: (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (vA) Real estate taxes due ad valorem taxes, prorated to the date of Closing, all personal property taxes, late fees, interest, and payable other governmental and quasi- governmental charges for the calendar yearfiscal year in which the Closing shall occur shall be paid by Xxxxx except as hereinafter provided. If the Closing Date shall occur before the tax rate or assessment is fixed, the apportionment of such general ad valorem real estate taxes shall be upon the basis of the tax rate for taxes paid in the preceding year applied to the latest assessed valuation. Ifprior year, subsequent to the Closing Date, real estate but such taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be madereadjusted as soon as the applicable rate and assessment is fixed. The obligation for prorated taxes shall survive Closing. To the knowledge of Donor and Xxxxx, and Seller agrees to pay Purchaser there are no special assessments affecting the Property. Should any increase shown by such recomputation and vice versa; providedspecial assessments be levied, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser they shall be solely responsible for any increase in taxes attributable thereto. With respect prorated equitably between Donor and Donee at Closing. (B) All other items customary and appropriate to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties Donee and Donor in the same manner as case of other properties similar to the refunds and/or creditsProperty. (C) Any errors or omissions in computing apportionments at Closing shall be corrected. The provisions of this Section 10.4(a)(v) This provision shall survive Closing for one (1) year. (D) The amount of any unpaid real estate taxes, assessments, water charges and sewer charges other than items subject to pro-ration as above provided, which Donor is obligated to pay and discharge at Closing, with interest and penalties thereon, to a date not less than two business days after Closing, may, at the option of Donor, be allowed to be deducted by Donee out of the cash portion of the Purchase Price, provided official, verifiable bills therefore are furnished at Closing. (viE) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all RentalAll late listing penalties, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected paid by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueXxxxx.

Prorations and Adjustments. (a) Seller The following shall be prorated and Purchaser agree to prorate and/or adjust, adjusted between Contributor and Acquiror as of 11:59 p.m. the Closing Date, except as otherwise specified: 17.1. The amount of the unspent reserve account established under the Government Lease (which amount equals $21,710.81 as of the Contract Date) shall be reimbursed to Acquiror; 17.2. Acquiror and Contributor shall divide the cost of transfer taxes or recording charges, if any, equally between them, and Contributor shall reimburse Acquiror in the amount of sales taxes that are due and payable as a result of the transfer of the Personal Property and/or the Inventory, if any. Each party's respective obligations to pay or reimburse such taxes shall survive the Closing; 17.3. Water, electricity, sewer, gas, telephone and other utility charges shall be prorated based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the day preceding most currently available billing information, and reprorated upon issuance of final utility bills; 17.4. Amounts paid or payable under any Assigned Contracts shall be prorated based, to the extent practicable, on final invoices, or, in the event final invoices are not available. based on the most currently available billing information, and reprorated upon issuance of final invoices; 17.5. All real estate, personal property and ad valorem taxes applicable to the Real Property and levied with respect to tax year 1998 shall be prorated as of the Closing Date (the “Proration Time”but not any delinquent charges or interest, all of which shall be paid by Contributor), utilizing the following (collectivelyactual final Tax Bills for those Real Property. Prior to or at the Closing, Contributor shall pay or have paid all Tax Bills that are due and payable prior to or on the “Proration Items”):Closing Date and shall furnish evidence of such payment to Acquiror and the Title Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing; 17.6. All assessments, general or special, shall be prorated as of the Closing Date on a "due date" basis such that Contributor shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date and Acquiror shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; 17.7. Commissions of leasing and rental agents for the Government Lease entered into as of or prior to the Closing Date, whether with respect to base lease term, future expansions, renewals, or otherwise, shall be paid in full at or prior to the Closing by Contributor, without contribution or proration from Acquiror, except (i) Rentsthose commissions set forth on Schedule 15.1.8 which become due on or before December 31, in accordance with Section 10.4(c) below. 1998, which commissions shall be prorated, and (ii) Cash Security Deposits those commissions set forth on Schedule 15.1.8 which become due after December 31, 1998, which commissions shall be paid by Acquiror when and if due; 17.8. The amount of any prepaid rents, together with any interest required payments to be paid thereon.made by the Government between the Closing Date and December 31, 1998 on account of tenant improvement work performed by Contributor shall be reimbursed by Acquiror to Contributor at Closing (based on an amount of $8,604.50 per month, which amount shall be $25,813.50); (iii) Utility charges payable by Seller17.9. All Base Rents and other charges, including, without limitation, electricityall Additional Rent, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will shall be made if possible on the day before prorated as of the Closing Date. At the time(s) of final calculation and collection from Government of Additional Rent for 1998, there shall be a re-proration between Contributor and Acquiror as to Additional Rent adjustments, with such re-prorations being payable to the appropriate recipient in which event cash. Such re-proration shall be paid upon Acquiror's presentation of its final accounting to Contributor, certified as to accuracy by Acquiror. At the Closing, no proration will "Delinquent Rents" (rents or other charges that are due as of the Closing) shall be made at prorated in favor of Contributor. The parties' respective obligations to reprorate Additional Rent shall survive the Closing. Notwithstanding the foregoing, Acquiror shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to Contributor from Government, but Acquiror shall not be required to xxx Government. All rents and other charges received by (or for the benefit of) Acquiror from Government after the Closing shall be first applied against current and past due obligations owed to, or for the benefit of, Acquiror (with respect to utility bills. If meter readings on the day before those obligations accruing subsequent to the Closing Date are not possibleDate), then Seller will cause readings and any excess shall be delivered to Contributor, but only to the extent of all said meters to be performed not more than five (5) days amounts in default and owed to, and for the benefit of, Contributor for the period prior to the Closing Date. In no event, however, shall any sums be paid to Contributor to the extent Contributor have been previously reimbursed for such default out of any security deposit and a per diem adjustment security deposits have been appropriately prorated hereunder; 17.10. Distributions in respect of the LP Units acquired by the LP Unit Recipients shall be made for the days between the meter reading date begin to accrue from and after the Closing Date based on (notwithstanding the most recent meter reading. Seller will fact that such date may not be entitled to all deposits presently in effect with the utility providersapplicable Record Date under the Partnership Agreement), and Purchaser will the amount of distributions paid or to be obligated paid to make its own arrangements the LP Unit Recipients for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes quarter shall be prorated accordingly; 17.11. The Contribution Consideration and the Purchase Price (as defined in the NELPP Agreement), each of which reflect the value that Contributor and Acquiror and NELPP and Acquiror, respectively, place upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change Contributor's interest in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase NELPP's interest in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent costrespectively, including taxesas of the Contract Date, on the basis of a reading made within ten (10) days prior shall be adjusted to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of give effect to all of the Proration Items relating to the period up to applicable terms and including the Proration Time, and Purchaser will be charged and credited for all conditions of the Proration Items relating to Ground Lease and the period after the Proration TimeExisting Loan Documents. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment purpose of the Purchase Price at the Closing. If the actual amounts foregoing adjustment, which Contributor and Acquiror agree is required by virtue of the Proration Items are not known Ground Lease and the Existing Loan Documents, is to ensure that the value of Contributor's interest in the Real Property is accurately reflected as of the Closing Date. Notwithstanding the foregoing, in no event shall the sum of the Contribution Consideration and the Purchase Price as of the Closing Date exceed the sum of the Contribution Consideration and the Purchase Price as of the Contract Date. Following the adjustment described in this Section 17.11 and the consummation of the transaction contemplated hereby, Acquiror shall have no obligation to Contributor for any sum due under, or in connection with, the Ground Lease or the Existing Loan Documents. 17.12. Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. For purposes of calculating prorations, Acquiror shall be deemed to be in title to the Real Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. All such prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will shall be made on the basis of the actual figures, number of days of the year and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (month that shall have elapsed as of the Proration Time) of all Rental previously paid Closing Date. Bills received after the Closing that relate to expenses incurred, services performed or collected other amounts allocable to the period prior to the Closing Date shall be paid, in cash, by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the LeaseContributor, to the extent due and owing. Bills received by Contributor after the same exceeds any expense stop specified in such Lease)Closing Date that relate to expenses incurred, retroactive rentals, all administrative charges, utility charges, tenant services performed or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under amounts allocable to the Leases period on or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to after the Closing Date, and payment thereof has not been made on or before shall be paid, in cash, by the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect Acquiror, to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders extent due and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueowing.

Prorations and Adjustments. (a) Seller The operation of the Business and Purchaser agree to prorate and/or adjustthe income and normal operating expenses, as of including without limitation Assumed Liabilities and prepaid expenses, attributable thereto through 11:59 p.m. on the day preceding date of the Closing, shall be for the account of Seller and thereafter for the account of Buyer. Adjustments shall be made and paid at Closing Date (to the “Proration Time”)extent feasible. A final accounting of prorated items shall be made by Buyer and Seller, and the following (collectively, sum due from either to the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required other pursuant to such accounting shall be paid thereon. in immediately available funds within sixty (iii60) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before days after the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Notwithstanding the foregoing, Seller will be charged and credited for Buyer acknowledge that the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be Accounts Receivable set forth on a preliminary closing statement to be prepared by Seller Schedule 2.1(a) and submitted to Purchaser prior to the customer advances and --------------- prepayments not included in the Accounts Receivable as of the Closing Date (will be imprecise. Accordingly, Seller and Buyer agree to cooperate in preparing, within thirty days after the “Closing Statement”). The Closing StatementDate, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser an updated Schedule 2.1(a) to Seller (if --------------- accurately reflect the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment Accounts Receivable as of the Purchase Price at the Closing. If the actual amounts Closing Date and an updated calculation of the Proration Items are customer advances and prepayments not known included in the Accounts Receivable as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on To the Closing Statement for extent that the prorated amount (updated calculation of customer advances and prepayments not included in the Accounts Receivable as of the Proration TimeClosing Date is greater or less than the amounts previously estimated for purposes of computing the Purchase Price under Section 2.3, then (a) of all Rental previously paid Buyer will promptly pay to Seller, in immediately available funds, the amount by which the updated calculation is less than the amount originally estimated or collected by Seller and attributable to any period following the Proration Time. After the Closing, (b) Seller will cause promptly pay to Buyer, in immediately available funds, the amount by which the updated calculation is greater than the amount originally estimated. (d) Buyer will also promptly (a) send to Seller a check in the amount of 50% of any net additional Under 90 Receivables reflected on such updated Schedule 2.1(a) and (b) deliver to the Escrow Agent an amount equal to (i) any --------------- additional Over 90 Receivables plus (ii) 50% of any additional Under 90 Receivables, in each case as reflected on such updated Schedule 2.1(a), to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following --------------- held in accordance with the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users terms of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueEscrow Agreement.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. Seller has informed the Township of Piscataway of over-billing errors made in connection with sanitary sewer service provided to the Property during the period beginning in July, 2010 and continuing. Seller is pursuing a claim for a refund from the Township with respect to such over-billing. With respect to such claim Seller shall be entitle to continue to pursue a refund and shall be entitled to recover and retain such refunds that relate to any period prior to the Closing. This provision shall survive Closing. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller The following items shall be prorated and Purchaser agree to prorate and/or adjust, adjusted between the parties as of 11:59 p.m. on the day preceding before the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”):Date: (i) Rents, in accordance with Section 10.4(c) belowThe rents under the Leases. (ii) Cash Security Deposits Real estate taxes, on the basis of the fiscal year for which assessed; sewer rents and any prepaid rentswater charges, together if any, on the basis of the calendar or fiscal year for which assessed, unless metered; and charges in connection with any interest required the Contracts to be paid thereonassumed by Buyer. (iii) Utility charges payable Fuel, if any, as estimated by Seller’s supplier, includingat current cost, without limitationtogether with any sales tax payable in connection therewith, electricity, water charges if any (a letter from Seller’s fuel supplier dated within seven (7) days prior to the Closing shall be presumptive evidence as to the quantity of fuel on hand and sewer charges. the current cost therefor) . (iv) If there are meters on the Real Propertybe a water meter or water meters, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect Seller shall furnish a reading to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed a date not more than five seven (57) days prior to the Closing Date, and a per diem adjustment pay all charges in connection therewith, and the unfixed water charge and the unfixed sewer rent, if any, based thereon for the intervening time shall be made for the days between the meter reading date and the Closing Date based apportioned on the most recent meter basis of such last reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due Amounts payable under Contracts. Any rent amounts under any Lease collected by Seller or Buyer after the Closing shall be applied (i) first, in payment of rents for periods from and payable after the Closing Date, and (ii) second, in payment of rents for the calendar year. If any period of time prior to the Closing Date and Seller or Buyer, as the case may be, shall occur before promptly pay to the other the appropriate amounts in accordance with such apportionment. If, at Closing, the final tax xxxx or tax bills for the tax rate is fixedyear in which the Closing takes place are not available to the parties, the apportionment of real estate parties shall adjust taxes shall be upon on the basis of the figures then available subject, however, to a further adjustment of said taxes when the final tax rate for xxxx or bills therefor have been received. Any unpaid real estate taxes or assessments levied against the preceding year applied Real Property which taxes and assessments apply to the latest assessed valuation. If, subsequent any period prior to the Closing Date, real estate and notwithstanding whether such taxes or assessments are levied before or after the Closing Date, or billed after the Closing Date, shall be the sole obligation of Seller and shall be paid within ten (10) days after demand by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement Buyer when same have been billed. The amount of any tax appealrefunds (net of attorneys’ fees and other costs of obtaining such tax refunds) for with respect to any portion of the Real Property should be determined to be higher or lower than those that are apportioned, a new computation for the tax year in which the Closing Date occurs shall be made, apportioned between Seller and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value Buyer as of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible Closing Date. All refunds for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller and, upon receipt by Buyer the same shall be immediately paid to Seller, regardless of whether such . All refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to for the current tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known Buyer as of the Closing Date, and, upon receipt by Seller or Buyer the prorations will applicable portion thereof shall be immediately paid to Buyer or Seller, as the case may be. Payment of any fees due certiorari counsel as a result of the 2008 assessment year reduction shall be apportioned between Buyer and Seller based upon each party’s share of the taxes for such period after taking into account such refund. Seller shall assign to Buyer at Closing all rights to the 2009 Certiorari Proceeding and Buyer shall have the right, at Buyer’s option, to thereafter withdraw or to pursue the 2009 Certiorari Proceeding without any liability or responsibility to Seller. The 2008 Certiorari Proceeding has been settled, at an aggregate Property assessment of $1,000,000, with the Town Board and the School Board and needs only Court approval. No change in such settlement may be made at without each of Buyer’s and Seller’s prior written consent. Charges for all electricity, steam, gas and other utility services (each, a “Utility”; collectively, “Utilities”) shall be billed to Seller’s account up to the Closing on Date and, from and after the basis Closing Date, all Utilities should be billed to Buyer’s account. If for any reason such changeover in billing is not practicable as of the best evidence then available; thereafterClosing Date as to any Utility, when actual figures are received, re-prorations will such Utility shall be made apportioned on the basis of the actual figurescurrent readings or, if such readings have not been made, on the basis of the most recent bills that are available. If any apportionment is not based on an actual current reading, then upon the taking of a subsequent actual reading, the parties shall, within ten (10) business days following notice of the determination of such actual reading, readjust such apportionment and a final cash settlement will Seller shall promptly deliver to Buyer, or Buyer shall promptly deliver to Seller, as the case may be, the amount determined to be made between due upon such adjustment. Seller shall not terminate any utility service, rather, Seller and Purchaser. No prorations will be made in relation Buyer shall cooperate prior to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive after the Closing for twelve to transfer service to Buyer as of the Closing Date.1 (12b) monthsAny errors or omissions in computing apportionments or other adjustments at Closing shall be corrected within a reasonable time following Closing. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as The provisions of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After this Paragraph 9 shall survive the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller 8.1 The following prorations and Purchaser agree to prorate and/or adjust, adjustments shall be made between the parties as of 11:59 p.m. on the day preceding the Closing Date (the “"Proration Time”), Date") on the following (collectively, basis of the “Proration Items”):actual number of days elapsed over the applicable period: (i) RentsAll fixed rents and estimated payments on account of Overage Rent under Leases which are collected on or prior to the Proration Date in respect of the month (or other applicable collection period) in which the Closing occurs (the "Current Month"), shall be adjusted on a per diem basis based upon the number of days in accordance with Section 10.4(c) belowthe Current Month prior to the Proration Date and the number of days in the Current Month on and after the Proration Date. (ii) Cash Security Deposits If, on the Proration Date, any fixed rents are past due by any Tenant, and provided Seller has delivered to Buyer, in reasonable detail, a breakdown of all such past due amounts as of the Proration Date, then Buyer agrees that the first moneys received from each such Tenant shall be disbursed as follows: (1) first, such moneys shall be applied to fixed rents in respect of the Current Month, it being agreed that one hundred percent (100%) of the fixed rent that is attributable to the portion of the Current Month prior to the Proration Date shall go to Seller and the balance shall go to Buyer; (2) second, to Buyer until all fixed rents owing by all such Tenants for any prepaid rentsperiod after the Current Month through the month in which payment is received have been paid in full; (3) third, together to Seller until all fixed rents owing by all such Tenants for periods prior to the Current Month have been paid in full; and (4) fourth, the balance, if any, shall go to Buyer. Each party agrees to remit reasonably promptly to the other the amount of such rents to which such party is so entitled and to account to the other party monthly in respect of same. The fixed rents received by Buyer and/or Seller after the Proration Date shall be apportioned and remitted, if applicable, as hereinabove provided. Notwithstanding anything herein contained to the contrary, Buyer shall use reasonable efforts to collect both fixed rent and Overage Rent which is past due on the Proration Date. In the event that any such rent is not collected within ninety (90) days from the Closing Date, Seller may use reasonable efforts to collect the same in its own name and Buyer shall cooperate, in all reasonable respects, with Seller in attempting to collect the same; provided, however, Seller shall not take any actions which result in the dispossession of any Tenant or the termination of any Lease. Seller shall be permitted to take any action it deems appropriate with respect amounts past due from former tenants of the Premises, and Buyer shall have no interest required therein. Additionally, Seller shall be entitled to be paid thereonreceive proceeds, if any, from bankruptcy proceedings relating to the Tenants known as Weathervane, Toy Works, and Cambridge Eye, in the amounts set forth on the Rent Roll, and Buyer shall have no interest therein. (iii) Utility If the Proration Date shall occur prior to the time when any rental payments for percentage rent fuel pass-alongs, so-called escalation rent or charges payable based upon real estate taxes, insurance, operating expenses, labor costs, cost of living increases, electrical charges, water and sewer charges or like items (collectively, "Overage Rent") are payable, then such Overage Rent for the applicable accounting period in which the Proration Date occurs shall be apportioned subsequent to the Closing, based upon the portion of such accounting period which occurs prior to the Proration Date (to the extent not theretofore collected by Seller, includingon account of such Overage Rent prior to the Proration Date), without limitationit being agreed that one hundred percent (100%) of the Overage Rent that is attributable to the portion of such accounting period that shall occur prior to the Proration Date shall belong to Seller and the balance shall belong to Buyer. In addition, electricity, water charges and sewer charges. If there are meters on Buyer shall pay to Seller one hundred percent (100%) of all Overage Rent that is paid subsequent to the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on Proration Date with respect to an accounting period which expired prior to the day before the Closing Proration Date, within thirty (30) days after receipt thereof by Buyer. Seller has collected payment from Tenants under Leases in which event no proration will advance on account of insurance carried by Seller with respect to the Premises for the one (1) year period ending March 28, 2005. Such pre-payments shall be made apportioned at the Closing on a per diem basis based upon the actual number of days in the period with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all which said meters to be performed not more than five (5) days insurance relates prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date Proration Date and the Closing Date based number of days in such period on and after the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providersProration Date. (iv) Amounts Overage Rent and any percentage rent payable under by Tenants based on an estimated amount and subject to adjustment or reconciliation pursuant to the Service Contracts related Leases subsequent to the Proration Date shall be apportioned as provided in subsection (iii) above and shall be re-apportioned as and when the applicable Tenant's actual obligation for such Overage Rent is reconciled pursuant to the applicable Lease. B. All real estate taxes, unmetered water and sewer charges, fire protection and hydrant charges, elevator inspection fees, and vault charges, if any, and any and all other municipal or governmental assessments of any and every nature levied or imposed upon the Property (collectively, "Taxes") in respect of the current fiscal year of the applicable taxing authority in which the Closing occurs (the "Current Tax Year") (other than those Service Contracts which Purchaser has elected not real estate taxes, water and sewer charges and any other municipal or governmental assessments payable by any Tenant directly to assume by written notice to Seller the taxing authority under any Lease), shall be allocated on a per diem basis based upon the number of days in the Current Tax Year prior to the expiration Proration Date and the number of days in the Current Tax Year on and after the Proration Date. If, as of the Evaluation Period. (v) Real estate taxes due and payable Proration Date, Taxes for the calendar yearCurrent Tax Year shall not have been paid with respect to the period prior to the Proration Date, then the amount equal to the unpaid Taxes for the period prior to the Proration Date shall be paid by Seller to Buyer at the Closing. If the Closing Date shall occur before the tax rate for the Current Tax Year is fixed, then the apportionment of real estate taxes Taxes shall be upon the basis of the tax rate for the next preceding year fiscal period applied to the latest assessed valuation. IfPromptly after the new tax rate is fixed for the fiscal period in which the Closing takes place, subsequent the apportionment of Taxes shall be recomputed. In the event that any assessments levied or imposed upon the Property are payable in installments, the installment for the Current Tax Year shall be prorated in the manner set forth above. C. All charges and fees due under contracts for the supply to the Closing DatePremises of heat, real estate taxes steam, electric power, gas and light and telephone (by reason of change collectively, "Charges"), if any, in either assessment or rate or for any other reason other than as a result respect of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value billing period of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year related service provider in which the Closing occurs (the "Current Billing Period") shall belong solely to Seller, regardless be allocated on a per diem basis based upon the number of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable days in the Current Billing Period prior to the tax year Proration Date and the number of days in which the Closing occurs Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, then the amount equal to the unpaid Charges for the period prior to the Proration Date shall be apportioned between paid by Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive to Buyer at the Closing. D. Any charges or fees for transferable licenses and permits relating to the Property (vibut without duplication of items apportioned pursuant to any other provision of this Article VIII) The value (collectively, "Permit Charges") in respect of fuel stored the Current Billing Period shall be allocated on a per diem basis based upon the number of days in the Current Billing Period prior to the Proration Date and the number of days in the Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Permit Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, then the unpaid Permit Charges for the period prior to the Proration Date shall be paid by Seller to Buyer at the Real PropertyClosing. E. Any charges payable under Service Contracts being assigned to Buyer at the Closing (but without duplication of items apportioned pursuant to any other provision of this Article VIII) (collectively, "Service Contract Charges"), in respect of the Current Billing Period shall be allocated on a per diem basis based upon the number of days in the Current Billing Period prior to the Proration Date and the number of days in the Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Service Contract Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, then an amount equal to the unpaid Service Contract Charges for the period prior to the Proration Date shall be paid by Seller to Buyer at Seller’s most recent cost, including taxes, the Closing. F. If there is a fuel meter or meters on the basis Premises (other than meters measuring consumption costs which are the obligation of any Tenants), then Seller shall endeavor to furnish a reading made within ten to a date not more than thirty (1030) days prior to the Closing by Seller’s supplier. (b) Seller will be charged Proration Date, and credited the unfixed meter charges, if any, based thereon for the amounts intervening time shall be apportioned on the basis of such last reading. If Seller fails or is unable to obtain such reading, then the amount equal to the value of all fuel, if any, then stored at the Property shall be calculated on the basis of Seller's last costs therefor, including sales tax, as evidenced by written statements of the Proration Items relating fuel oil supplier(s) for the Premises, which statements shall be conclusive as to quantity and cost, absent fraud. Any unpaid fuel charges attributable to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Proration Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price Buyer at the Closing. G. If there is a water meter or meters on the Property (other than meters measuring consumption costs which are the obligation of any Tenants), then Seller shall endeavor to furnish a reading to a date not more than thirty (30) days prior to the Proration Date, and the unfixed meter charges and the unfixed sewer rents, if any, based thereon for the intervening time shall be apportioned on the basis of such last reading. If Seller fails or is unable to obtain such reading, then the actual amounts amount of the Proration Items are not known as meter charges and sewer rents shall be determined on the basis of the Closing Datelast readings and bills received by Seller, and the prorations will same shall be made at appropriately readjusted after the Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will next subsequent bills. Any unpaid water or sewer charges attributable to the period prior to the Proration Date shall be made on paid by Seller to Buyer at the basis Closing. H. Any other items customarily apportioned in connection with sales of similar property in the Commonwealth of Massachusetts shall be so apportioned. 8.2 If any of the actual figuresitems described in this Article VIII cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Proration Date or the date such error is discovered, as applicable. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment of the calculation. All books and records of Seller which relate to the Property, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable particularly to any period following the Proration Time. After items to be prorated or allocated under this Agreement in connection with the Closing, shall be made available to both Seller will cause to and Buyer and their respective employees, agents and representatives. Any such inspection shall be paid or turned over to Purchaser all Rentalat reasonable intervals, if anyduring business hours, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Dateupon reasonable notice, and payment thereof has not been made on or before at the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders inspecting party's sole cost and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueexpense.

Prorations and Adjustments. (a) The following items, except as otherwise provided, shall be prorated between Buyer and Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. 12:01 a.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days calendar date prior to the Closing Date, so that Seller bears all expenses attributable to and a per diem adjustment shall be made for has the benefit of all income attributable to the Property through and including the date two calendar days between the meter reading date and immediately preceding the Closing Date based Date, and shall constitute an adjustment to the cash payment due at Closing on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers.Closing Date: (iv1) Amounts payable under the Service Contracts other than those Service Contracts All property taxes and assessments which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes are due and payable for a period up to the calendar yearClosing Date regardless of whether they have become a lien on the Property shall be paid in full by Seller; and all property taxes and assessments, including but not limited to city, school, and county taxes, shall be prorated and adjusted on a fiscal year basis to the Closing Date. If the Closing Date shall occur before the real property tax rate or assessed valuation for the then current tax year is fixed, the apportionment of real estate property taxes shall be upon prorated on the basis of the tax rate for most recently available assessment and the preceding year applied to the latest assessed valuationmost recently available mill levy. If, subsequent at the time of the closing of the purchase and sale hereunder, the Property or any part thereof shall be affected by any assessment for a period prior to the Closing Date, real estate taxes (by reason of change in either assessment or rate or then Seller shall pay the same. If any such assessments, including those which are to become due and payable after closing, shall be deemed to be accrued for any other reason other than as a result of period prior to the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportionedClosing Date, a new computation then they shall be madepaid and discharged by the Seller in full for that portion accrued prior to the Closing Date. (2) Water, fuel, sewage, electricity, telephone, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versaother public utility bills; provided, however, that no prorations will be made for said items or any one of them if any increase in lieu thereof the assessed value utility company is able to render a statement to Seller as of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller Date and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals event, Seller shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closingpromptly pay such statement when rendered. (vi3) The value of fuel stored at Amounts due under all service, maintenance, security, leasing, commission, loan and other Agreements affecting the Real PropertyProperty which are assigned to and assumed by Buyer, at including Seller’s most recent costyellow page advertising, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating other operating expenses applicable to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (which may be paid subsequent to the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration Date shall be paid by Seller at Closing. (4) All prepaid tenant rents, percentage rents, vending machine income, and other revenues, including common area maintenance or occupancy charges shall be a credit against the Sales Price in favor of Buyer. All overdue or delinquent rents which are less than thirty-one (31) days past due on the Closing Date shall be paid to Seller by Buyer at Closing. All overdue and delinquent rents which are thirty-one (31) or more days past due on the Closing Date, and all accounts receivable of the Business, shall belong entirely and become the property of Buyer upon Closing. (5) All unapplied security deposits and prepaid expenses, if any, along with accrued interest thereon, and any other credit due to tenants shall be credited to Buyer in full and retained by Seller. (6) Insurance (at Buyer’s option) if a transfer is permitted by the insurance carrier. (7) Buyer will receive a credit at Closing by Purchaser to Seller (in the aggregate amount of all amounts if the prorations result in a net credit to Seller) or any collected from tenants by Seller for operating expenses and real property taxes validly accrued but not yet paid. To the extent that the amounts necessary to Purchaser (if make the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items appropriate proration are not known as of on the Closing Date, the prorations proration will be made at Closing based on the basis of the best evidence then available; reasonably estimated amounts, and as soon as possible after closing (but no later than sixty (60) days thereafter), when actual figures are received, re-prorations a subsequent adjustment will be made based on the basis of the actual figuresamounts, and the party that underpaid on the prorations will make a final cash settlement payment to the other party to make up the underpayment. Amounts escrowed with Seller by tenants for operating expenses and real property taxes will be made between Seller similarly reconciled. Notwithstanding the foregoing, the proration for real property taxes shall be based upon the most recent mill levy and Purchaser. No prorations will be made in relation to insurance premiumsassessment, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent duefinal.

Prorations and Adjustments. (a) Seller Subject to the terms and Purchaser agree methodology provided on Exhibit U attached hereto and made a part thereof, which shall control over any contrary provision of this Section 5.05 with respect to prorate and/or adjustcertain prorations relating to Hotel operations, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits all normally and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Sellercustomarily proratable items, including, without limitation, electricityreal estate and personal property taxes (“Taxes”), water charges utility expenses, expenses arising under the Contracts, condominium association assessments and sewer charges. If there are meters on expenses and rents and expenses arising under the Real PropertyTenant Leases, final readings and final xxxxxxxx for utilities will be made if possible on the day before prorated as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be being charged and credited for all of the Proration Items relating same through the day before the Closing Date and Purchaser being charged and credited for all of the same on and after the Closing Date. (b) If the Taxes for the year of Closing are not known as of the Closing Date, the proration for Taxes will be determined based upon the appraised value of the Real Property and the tax rates applicable to the period after Real Property during the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser year prior to the Closing Date (calendar year of the “Closing Statement”). The Closing StatementClosing; provided, once agreed uponhowever, if the lawsuit described in item 2 of Exhibit I has been finally determined as of the Closing, the value determined in such lawsuit shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser used to Seller calculate the tax rates for the year of Closing. (if the prorations result in a net credit to Sellerc) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items to be prorated with respect to income or expenses other than Taxes are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will with respect to those items shall be made on the basis of best information then available. (d) With respect to Taxes and other income or expenses, after the actual figuresamounts thereof are known, and a final cash settlement adjustments, if needed, will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (ce) Utilities for the Real Property, including water, sewer, electric, and gas, based upon the last reading of meters prior to the Closing shall be prorated. Seller shall endeavor to obtain meter readings on the day before the Closing Date, and if such readings are obtained, there shall be no proration of such items. Seller shall pay at Closing the bills therefor for the period to the day preceding the Closing, and Purchaser shall pay the bills therefor for the period subsequent thereto. If the utility company will not issue separate bills, Purchaser will receive a credit on against the Closing Statement Purchase Price for Seller’s portion and Purchaser will pay the entire xxxx prior to delinquency after Closing. If Seller has paid any utilities in advance, then Purchaser shall be charged its portion of such payment at Closing. {N4542684.1} 13 (f) All deposits held by the providers of utility services to the Real Property shall, at Seller’s option, be refunded to the Seller by the appropriate utility providers, or be assigned to Purchaser at the Closing, with the assigned amounts being paid by Purchaser to Seller at Closing. Purchaser shall be solely responsible to make arrangements for the prorated amount continuation of utility services to the Real Property, including without limitation, the obligation to post new utility deposits in the event Seller elects to obtain a refund of Seller’s existing deposits from the providers of utility services. Seller will notify Purchaser at least ten (10) days prior to Closing of any utility deposits which Seller intends to have refunded. (g) All security deposits under the terms of the Tenant Leases shall be delivered or credited to Purchaser at the Closing, and Purchaser will assume all liabilities and obligations of Seller in connection with such security deposits. (h) All rents, expense reimbursements and other income collected with respect to the Real Property as of the Proration Time) Closing Date for the then current month shall be prorated as of all Rental previously paid the Closing Date. With respect to or collected by Seller and attributable to uncollected rents for any period following prior to Closing (the Proration Time“Seller’s Rents”), Purchaser shall pay to Seller all of Seller’s Rents as and when collected. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller shall make a diligent attempt after Closing and attributable to any period following collect the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each TenantSeller’s proration share Rents in the usual course of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior Nothing contained herein shall prohibit, limit or restrict Seller from collecting or attempting to collect Seller’s Rents directly from any tenant in any lawful manner after the Closing, but Seller cannot threaten, or take any action against a delinquent tenant, to terminate such delinquent tenant’s lease One hundred eighty (180) days after the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be proratedPurchaser shall provide Seller with a written accounting of all of Seller’s Rents collected by Purchaser after Closing. Purchaser agrees shall promptly pay to use good faith collection procedures Seller all Seller’s Rents collected by Purchaser after Closing and not previously remitted by Purchaser to Seller. In making the computations required by this Section, all amounts of delinquent rent and expenses collected from tenants shall be applied: (i) first to Purchaser’s actual and reasonable costs of collection, including, without limitation, court costs and reasonable attorneys’ fees (if and only if Seller has previously approved in writing Purchaser’s proposed retention of an attorney to collect Seller’s Rents); (ii) next, to the then-current rents; and (iii) finally, to Seller’s Rents. (i) Seller or Purchaser, as the case may be, shall receive a credit for charges under Contracts and with respect to the collection of any Delinquent Rental. All sums collected by Purchaser licenses, permits, or other items included in the month Intangible Personal Property assigned to Purchaser which are paid and applicable to Purchaser’s period of Closing shall be applied ownership or payable and applicable to Seller’s period of ownership, respectively. (j) Seller and Purchaser agree to the month of Closingterms and provisions set forth in Exhibit Y attached hereto and incorporated herein for all purposes. All sums collected by The Purchase Price may be adjusted at Closing in accordance with the terms and provisions set forth in Exhibit Y. (k) If a final proration cannot be made at Closing for any item being prorated under this Section 5.05 then Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and Seller agree to prorate or re-prorate such item on a fair and equitable basis as soon as invoices, bills or other specific services adequate information are available and all applicable reconciliations with tenants have been completed, with final adjustment to be made as described soon as reasonably possible after the Closing but in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.no event

Prorations and Adjustments. The following shall be prorated and adjusted as of the date of Closing: (a) Seller Real and Purchaser agree personal property taxes shall be prorated based upon the current year's tax with due allowance made for the maximum allowable discount and exemptions if allowed for said year. If the current year's assessment is not available, then taxes will be prorated based upon the tax assessment for the Property for the immediately preceding year, with due allowance made for the maximum allowable discount and exemptions if allowed for said year. The tax proration shall be subsequently readjusted upon receipt of the actual tax xxxx within ten (10) days after written request of either party hereto. This provision shall survive the termination of this Agreement and the conveyance of the Property to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) belowPurchaser. (iib) Cash Security Deposits and any prepaid rentsCertified governmental liens or special assessment liens, together with any interest required to if any, will be paid thereon. (iii) Utility charges payable by the Seller. Pending governmental liens, includingif any, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on assumed by the day before Purchaser unless the Closing Dateimprovement for which the lien has been levied has been substantially completed as of the date of Closing, in which event no proration will be made at Seller shall pay for such pending liens. (c) Security deposits, if any, from tenant's leases and other contracts, deposits, including advance booking deposits, prepaid rent and escrows held in connection with tenancies of the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment Property shall be made for the days between the meter reading date transferred to Purchaser. (d) Rents and the Closing Date based on the most recent meter readingother revenues shall be prorated. Seller will Proration of rents shall be of those actually received and Purchaser shall be entitled to all deposits presently in effect with rents and other income accruing from and after the utility providersdate of Closing. Any rentals or other sums due Seller before closing, and Purchaser will but not yet collected as of the date of Closing, shall be obligated Seller's exclusive responsibility to make its own arrangements for any deposits with the utility providerscollect. (ive) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected All utility charges, including but not to assume by written notice to Seller prior to the expiration limited to, telephone service, gas, water and sewer, and electric power shall be prorated as of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment date of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within At least ten (10) days prior to Closing, Seller shall notify all utilities servicing the Property of the contemplated change in ownership, and direct that current xxxxxxxx for services rendered up to the date of Closing be directed to Seller and that all future xxxxxxxx for services rendered on or after the Closing Date be directed to Purchaser with no interruption of service. Such notice shall be provided in writing and copies of same furnished by Seller’s supplierSeller to Purchaser. Only deposits, standby charges and other prepayments which may be assignable and are assigned to Purchaser shall be paid for by Purchaser at Closing. Non-assignable deposits and other charges shall be refunded to Seller and replaced by Purchaser with appropriate adjustment to the proration. (bf) Seller will be charged All other income, receivables, claims and credited for rights to revenue derived from the amounts of all of the Proration Items Property accruing or relating to the period up to the date of Closing shall belong to Purchaser and including the Proration Time, and Purchaser will it shall be charged and credited for all of the Proration Items Purchaser's exclusive responsibility to collect same. (g) Insurance premiums relating to the period after the Proration Time. The estimated Closing prorations Property shall be set forth on a preliminary closing statement prorated if Purchaser elects to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) monthsassume such Insurance. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits All items of income and any prepaid rents, together with any interest required to expense customarily prorated between buyers and sellers of real property shall be paid thereon. (iii) Utility charges payable by Sellerequitably prorated between the parties hereto, including, without limitation, electricityany rents and other income or expenses under the Leases, water charges all as and when actually collected (whether such collection occurs prior to, on or after the Closing Date); real property taxes and assessments; water, sewer and utility charges. If there are meters ; amounts payable under any of the Service Contracts; annual permits and/or inspection fees (calculated on the Real Property, final readings basis of the period covered); and final xxxxxxxx for utilities will any other expenses of the operation and maintenance of the Existing Portfolio Projects. All such items shall be made if possible prorated as of 12:01 a.m. on the day before the Closing Date, in on which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date occurs, on the basis of a 365-day year. The Company shall not be credited with any reserves under the existing loans. (ii) Notwithstanding anything to the contrary in subsection (i) above, real estate taxes for Oswego Commons shopping center in Oswego, Illinois, shall be prorated on a cash basis pursuant to the terms of thus subsection (ii). The Company shall be credited for the amount of all real estate tax contributions from tenants under the Leases that have actually been received by the Existing Portfolio SPE but are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days used at or prior to the Closing DateDate to pay for reimbursable real estate tax expenses under the Leases. The Company shall also receive a credit for real estate taxes attributable to vacant spaces at the Existing Portfolio Projects on an accrual basis, and said credit to be based upon the most recent ascertainable tax xxxx with a per diem later adjustment shall be made for when the days between actual tax xxxx is received. (iii) The Company or the meter reading date and applicable Project Entity acquiring title to the Ownership Interests of a given Existing Portfolio SPE will make a good faith effort consistent with Inland’s prior business practice after the Closing Date based on to cause such Existing Portfolio SPE to collect all sums due and payable under the most recent meter reading. Seller Leases in the usual course of the applicable Existing Portfolio SPE’s operation of the Existing Portfolio Project in question, but will be entitled to all deposits presently in effect with the utility providers, and Purchaser will not be obligated to make its own arrangements institute any lawsuit or other collection procedures to collect any such delinquent amounts. Any such unpaid or delinquent amounts--whether collected by the Existing Portfolio SPEs, Inland, the Company or the Board--on or after the Closing Date shall be applied first to sums owed to the Existing Portfolio SPEs for any deposits periods on or after the Closing Date (together with the utility providerscosts of collection relating to such sums) and then to sums owed to the Existing Portfolio SPEs for periods prior to the Closing Date (together with the costs of collection relating to such sums). The Company shall promptly remit to Inland any payments received by it and owing to Inland hereunder. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration If any of the Evaluation Period. (v) Real estate taxes due aforesaid prorations and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall credits cannot be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to calculated accurately at the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of then the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation same shall be madecalculated as soon as reasonably practicable after the Closing Date and either party owing the other party a sum of money based on such subsequent proration or credit shall promptly pay such sum to the other party. Inland will cooperate with any post-closing reconciliation of common area maintenance, operating expenses, taxes and Seller agrees insurance to pay Purchaser give effect to the prorations contemplated hereby. To the extent that any increase shown by such recomputation and vice versa; provided, however, that if any increase error is made in the assessed value foregoing prorations, parties agree to correct such error and reprorate the erroneous items within thirty (30) days after the discovery of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or creditserror. The provisions of this Section 10.4(a)(v2(c) shall survive the ClosingClosing Date. (viv) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will Inland shall be charged and credited solely responsible for the amounts 2006 reconciliation of all of common area maintenance, operating expenses, taxes and insurance with the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first solely responsible for any shortfalls payable to current amounts owed by such Tenant tenants and solely entitled to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums any credits due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent duefrom said tenants resulting from the 2006 reconciliation.

Prorations and Adjustments. The following items shall be prorated and adjusted between Buyer and Seller at the Close of Escrow based upon the actual number of days in the calendar month in which the Close of Escrow occurs, the date of the Close of Escrow being an income and expense day for Buyer, all such obligations to survive Close of Escrow: (a) Seller Subject to clause (b) of this Section 12.1.1, real property taxes and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing assessments with respect to utility bills. If meter readings on the Property shall be prorated and adjusted between Buyer and Seller at the Close of Escrow, based upon the most recent official real property tax information available from the County Assessor’s office where the Property is located or other assessing authorities, such that Seller shall be responsible for all taxes and assessments levied against the Property that are applicable to the period through and including the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing DateClose of Escrow, and a per diem adjustment Buyer shall be made responsible for all taxes and assessments levied against the days between Property that are applicable to the meter reading period from and after the date of Close of Escrow. Subject to the rights of Schwab pursuant to the Schwab Lease, Seller reserves the right to meet with governmental officials and the Closing Date based to contest any assessment or reassessment concerning or affecting Seller’s obligations with respect to real property taxes and assessments on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements Property for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller periods prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year period in which the Closing occurs provided, however, Seller shall belong solely not have the right to Seller, regardless of whether such refunds are paid or credits are given before or enter into any settlement that requires real property taxes in periods after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs to be higher as a result thereof. Buyer promptly shall be apportioned between deliver to Seller any refund with respect to such real property taxes and Purchaser based on their respective periods of ownership in such tax year. The expenses of assessments applicable to any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days period prior to the Closing Close of Escrow, subject to any reimbursement to tenants required under the Lease and less the costs incurred by Seller’s supplierBuyer in obtaining any such refund. (b) Seller Notwithstanding the foregoing or any other provision of this Agreement, the parties acknowledge that a “change in ownership” (as described in California Revenue and Taxation Code Section 64) occurred on March 11, 2014 that will be charged and credited result in a supplemental assessment being issued for the amounts of all of the Proration Items property taxes relating to the period up to and including the Proration TimeProperty, and Purchaser will be charged and credited such supplemental assessment shall include an assessment for all of the Proration Items property taxes for time periods prior to Closing. If Seller receives any supplemental assessment relating to the period after Property from the Proration Time. The estimated Closing prorations assessor, Seller shall be set forth on promptly give Buyer a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment copy of the Purchase Price at the Closingsuch supplemental assessment. If the actual amounts supplemental assessment is received prior to Close of Escrow, Seller shall be responsible to pay the Proration Items are not known as of amount or have Schwab pay the Closing Date, the prorations will be made at Closing amount shown on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figuressuch supplemental assessment, and a final cash settlement will be made between if Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closingpays such amount, Seller will cause shall have the right to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.invoice Schwab for

Prorations and Adjustments. (a) The following shall be prorated and adjusted between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings except as otherwise specified: (a) The amount of all said meters to be performed not more than five (5) days prior to the Closing Datesecurity and other tenant deposits, and a per diem adjustment interest due thereon, if any, shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled credited to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providersPurchaser. (ivb) Purchaser and Seller shall divide the cost of any xxxxxxx money and closing escrows hereunder equally between them (except for any escrow established solely to accommodate Purchaser’s lender, if any, and for any incremental cost of such lender’s participation in any escrow established by the parties). (c) To the extent not paid by Tenant under the Anchor Lease or Seller under the Seller Lease, water, electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, on final meter readings and final invoices. (d) Amounts paid or payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume being assumed by written notice to Seller prior to the expiration of the Evaluation PeriodPurchaser, if any, shall be prorated. (ve) Real estate To the extent not paid by Tenant under the Anchor Lease or Seller under the Seller Lease, all general real estate, personal property and ad valorem taxes due and payable for the calendar year. If current year applicable to the Closing Date Project shall occur before be prorated in accordance with local custom; provided that, if the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate xxxx for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are has not known been received as of the Closing Date, the prorations will tax amounts to be made prorated at Closing on shall be assumed to equal 102% of taxes for the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) monthsimmediately preceding tax year. (cf) To the extent not paid by Tenant under the Anchor Lease or Seller under the Seller Lease, all assessments, general or special, shall be prorated as of the Closing Date, with Seller being responsible for any installments of assessments which are due prior to the Closing Date and Purchaser being responsible for any installments of assessments which are due on or after the Closing Date. (g) Purchaser will receive a credit on the at Closing Statement for the prorated amount (as of the Proration Time) of all Rental base or fixed rent payable pursuant to the Anchor Lease and all Additional Rents (collectively, “Rent”) previously paid to to, or collected by by, Seller and attributable to any period following the Proration TimeClosing Date. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is Rents are “Delinquent” when it was they were due prior to the Closing Date, and payment thereof has not been made on or before the Proration TimeClosing Date. Delinquent Rental will Rent shall not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentalprorated at Closing. All sums Rent collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter or Seller from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders from and other specific services as described in and governed by Section 10.4(e) below) after Closing will be applied first as follows: (i) first, to current amounts Rent owed by for the month in which the Closing Date occurs (the “Closing Month”), which Rent shall be prorated and apportioned between Purchaser and Seller in accordance with this Section 12(g) in the same manner in which such Tenant Rent would have been prorated and apportioned had it been collected prior to Closing, (ii) second, to any accrued Rents owing to Purchaser, and then delinquencies owed by such Tenant (iii) third, to SellerDelinquent Rents owing to Seller for the period prior to Closing. Any sums Rent collected by Purchaser and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Purchaser shall be promptly remitted to Purchaser. Purchaser shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business for a period of six (6) months from and after Closing; provided, however, that Seller shall not modifyhave, amend or terminate and at Closing shall be deemed to have waived, any existing agreements with Tenants relating right to past rent duepursue the Tenant under the Anchor Lease for any Rent and other sums due Seller for period attributable to Seller’s ownership of the Project. “Additional Rents” shall mean any and all amounts due from Tenant for operating expenses, common area maintenance charges, taxes, shared utility charges, management fees, insurance costs, other comparable expenses and pass-through charges and any other tenant charges that are paid by Tenant to Seller, as landlord, as opposed to charges (e.g. utility) that Tenant pays directly to third parties. The provisions of this Section 12(g) shall survive the Closing and the delivery of any conveyance documentation.

Prorations and Adjustments. (a) Seller The following shall be prorated and Purchaser agree to prorate and/or adjust, adjusted between Contributor and the REIT as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, except as otherwise specified: (a) The amount of all security and other Tenant deposits, without accrued interest, shall be transferred or credited to the Acquiror (except in which event no proration will those instances where the Tenant is entitled to accrued interest under the applicable lease); (b) To the extent such charges are not billed directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges shall be made at prorated based, to the Closing with respect to utility bills. If extent practicable, on final meter readings on and final invoices, or, in the day before the Closing Date event final readings and invoices are not possibleavailable, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providerscurrently available billing information, and Purchaser will be obligated to make its own arrangements for any deposits with the re-prorated upon issuance of final utility providers.bills; (ivc) Amounts paid or payable under the Service any Assumed Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior shall be prorated based, to the expiration extent practicable, on final invoices or, in the event final invoices are not available, based on the most currently available billing information, and re-prorated upon issuance of final invoices; (d) All fees, water, sewer and general real estate taxes and special assessments, if any, relating to the Property payable during the year in which Closing occurs shall be prorated as of the Evaluation Period. (v) Real estate taxes due and payable for the calendar yearClosing Date. If the Closing Date shall occur before the tax rate is fixedactual taxes and special assessments payable during such year are known, the apportionment of real estate taxes shall be upon the basis of taxes for the tax rate for Property payable during the immediately preceding year, provided that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year applied (after any appeal of the assessed valuation thereof is concluded), Acquiror and Contributor promptly shall adjust the proration of such taxes and special assessments and Acquiror or Contributor, as the case may be, shall pay to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for other any other reason other than amount required as a result of such adjustment and this covenant shall not merge with the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) deeds delivered hereunder but shall survive the Closing. (vie) The value All assessments, general or special, shall be prorated as of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations Date on a "due date" basis such that Contributor shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser responsible for any installments of assessments which are first due or payable prior to the Closing Date and the REIT shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; (f) Commissions of leasing and rental agents for any Lease entered into as of or prior to the “Closing Statement”). The Closing StatementEffective Date, once agreed uponwhether with respect to base lease term, future expansions, renewals, or otherwise, shall have been paid in full by Contributor, without contribution or proration from the REIT or Acquiror; (g) All base rents and other charges, including, without limitation, all common area maintenance and other pass-through charges to Tenants, shall be signed prorated as follows: (i) Rents received by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known Contributor as of the Closing Datefor the calendar month in which the Closing shall occur shall be adjusted as of the date of Closing; (ii) Rents received by Acquiror or Contributor from a particular tenant after the date of Closing shall be adjusted as of the date of Closing; any adjustments under this Section 13(g)(ii) shall be made by Contributor and Acquiror at the end of each week in which checks are received from a particular tenant. (iii) Except as provided in subsection 13(g)(ii) above with respect to rents received by Contributor or Acquiror after the date of Closing, no adjustment shall be made for delinquent rent owing to Contributor on the date of Closing, and Acquiror shall be under no obligation to collect any such rents; provided, however, that the REIT agrees to cause the Acquiror, at no third party or out of pocket cost to the REIT or Acquiror, to cooperate with and assist Contributor in collecting the amounts specified on Schedule 13(g) attached hereto from those tenants specified on Schedule 13(g), which Schedule shall be updated by Contributor at Closing to reflect additional delinquent rent first accruing after the Effective Date and before the Closing. The REIT agrees that neither it nor the Acquiror shall adjust or compromise the amount of any delinquent rent owing to Contributor on the date of Closing. After the Closing, Contributor shall be entitled to xxx any Tenant named on Schedule 13(g) for delinquent rent, up to the amounts specified on Schedule 13(g), with respect to the period prior to the Closing, but shall not be entitled to evict or xxx for possession of premises occupied by a tenant owing delinquent rent. Payments for base rent received shall be deemed to be for and shall be applied in the following order: first, to rent then due and payable in the month of the Closing; second, to any delinquent rent for the period after the Closing; and third to any delinquent rent for the period prior to the Closing. Payments for common area maintenance or taxes shall be applied for the period for which they relate to. The provisions of this Section 13 (g) shall survive the closing of the transactions contemplated in this Agreement. (h) Any other costs or charges of closing this transaction not specifically mentioned in this Agreement shall be paid and adjusted in accordance with local custom in the City of Stamford. For purposes of calculating Prorations, the prorations will Acquiror shall be made at deemed to be in title to the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will Date. All such Prorations shall be made on the basis of the actual figures, number of days of the year and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (month that shall have elapsed as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Apex Agreement, and under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller The Parties, acting in good faith, will prepare prior to Closing a calculation of prorations and Purchaser agree other adjustments, which shall include, without limitation, rent, ground rent, any other income derived by the Owners, Ground Lessors and Ground Lessee from the Property, in each case to prorate and/or adjustthe extent actually received by Owners, Ground Lessors and Ground Lessee, debt service for the Existing Loans, property operating expenses, real property taxes and assessments (on the basis upon which each applicable Tenant, Third-Party Ground Lessor or Third-Party Ground Lessee is billed by Owner, Ground Lessor or Ground Lessee), personal property taxes and assessments, in all cases to the extent not paid directly by a Tenant, Third-Party Ground Lessor or Third-Party Ground Lessee, Tenant and Third-Party Ground Lessor or Third-Party Ground Lessee reimbursements, and other customary items, which amounts shall be prorated and adjusted between the Parties as of 11:59 p.m. P.M. (Eastern Time) on the day preceding the Closing Date (Closing, based upon the “Proration Time”actual number of days in the applicable month or year. It is understood and agreed by the Parties that some of the prorations and their adjustments may be based upon good faith estimates. The Parties agree to re-prorate and readjust such items on a fair and equitable basis as soon as income or invoices or other bills are available and after final reconciliation with Tenants, Third-Party Ground Lessors or Third-Party Ground Lessee, with final adjustment to be made as soon as reasonably possible after Closing. Except as otherwise provided in the first sentence of this Section 7.5(a), all expenses due and payable in calendar year 2018 shall be prorated on an accrual basis by the following (collectively, Seller and the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing Purchaser with respect to utility billsthe pre- and post-sale periods, respectively. If meter readings on Notwithstanding the day before the Closing Date are not possibleforegoing, then Seller will cause readings there shall be no proration of all said meters to be performed not more than five (5) days prior property operating expenses, real property taxes and assessments, personal property taxes and assessments to the Closing Dateextent such expenses are payable directly by a Tenant. Payments either from or to the Seller or the Purchaser, and a per diem as the case may be, in connection with the final adjustment shall be made due within thirty (30) days after a determination of such final adjustment, and the parties shall document the final prorations. To the extent delinquent rents are received after Closing, such rents shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable Seller any rent properly allocated to the pre-sale period. After taking into account the prorations required by this Section 7.5(a), all cash reserves in any Owner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or General Partner (or any manager under a Management Agreement) bank accounts shall be for the days between the meter reading date and the Closing Date based on the most recent meter readingaccount of Seller. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration The obligations of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of under this Section 10.4(a)(v7.5(a) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller The following items shall be paid, prorated and Purchaser agree to prorate and/or adjust, adjusted as of 11:59 p.m. on the day preceding the Closing Date as follows: 7.1. General real estate taxes for 2007 and 2008 levied against the Property which are not then due and payable shall be prorated at closing based on one hundred percent (100%) of the amount determined by multiplying the most recent assessed valuation of the Property by the most recent tax rate and state equivalization factor. The tax prorations shall be reprorated upon the issuance of the actual tax bills for 2007 and 2008. This provision shall survive the Closing Date. 7.2. Seller shall, pursuant to the terms of a post-closing occupancy agreement (the “Proration TimePost-Closing Occupancy Agreement”), retain use and occupancy of the following Improvements on the Milwaukee Parcel for a period not less than nine (collectively9) months and not more than eighteen (18) months, at a monthly use and occupancy charge of Seventy-Five Thousand and 00/100 Dollars ($75,000.00), payable on the “Proration Items”): first day of each calendar month during the term of said Post-Closing Occupancy Agreement. Seller shall also pay to Purchaser fifty percent (50%) of all (i) Rentsreal estate taxes, in accordance with Section 10.4(c) below. and (ii) Cash Security Deposits insurance premiums for casualty and liability insurance relating to the Building during the term of the Post-Closing Occupancy Agreement. The Post-Closing Occupancy Agreement will provide that Seller may terminate its Post-Closing Occupancy Agreement at any prepaid rentstime after nine (9) months have elapsed, together with any interest required but Seller shall give Purchaser not less than thirty (30) days prior written notice of Seller’s intention to be paid thereon(i) terminate the Lease, and (ii) vacate and surrender possession of the Milwaukee Parcel to Purchaser. (iii) Utility 7.3. All charges payable by Seller, including, without limitationfor gas, electricity, water water, telephone and all other utilities shall be paid by Seller through and including the date that Seller terminates the Lease and surrenders possession of the Milwaukee Parcel to Purchaser. Final meter readings shall be ordered by Seller as of said date. There shall be no proration of utility charges and sewer charges. If there are meters on the Real PropertyClosing Date. 7.4. Rent due from tenants under the Leases shall be prorated as of the Closing Date. 7.5. On the Closing Date, final readings Seller shall give Purchaser cash credits for all (i) tenant security deposits (including accrued interest thereon owed to tenants, if any) paid by tenants under the Leases, and final xxxxxxxx (ii) unapplied real estate tax escrow payments made by tenants under the Leases. 7.6. Any prepaid amounts under any service contracts which Purchaser has expressly agreed in writing to assume shall be prorated as of the Closing Date. 7.7. Owner’s title insurance charges, surveyor’s fees, transfer taxes imposed by the State of Illinois and Xxxx County, one-half (1/2) of the deed and money escrow fee, one-half (1/2) of the N.Y. Style closing fee, the recording fees for utilities will releasing or discharging any encumbrances from the Property and all other customary seller’s charges shall be made if possible paid for by Seller. All loan title insurance charges, transfer taxes imposed by the City of Chicago, one-half (1/2) of the deed and money escrow fee, one-half (1/2) of the N.Y. Style closing fee and customary purchaser’s title and recording charges shall be paid for by Purchaser. 7.8. All accounts payable and other obligations incurred by Seller prior to the Closing Date relating to the Property shall be paid or performed by or on the day behalf of Seller on or before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to or as soon as practicable after the Closing Date, and a per diem adjustment shall be made Purchaser assumes no obligation or responsibility for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providerspayment or performance of such obligations. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) The following items shall be prorated and adjusted between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. 12:01 a.m. (New York time) on the day preceding of the Closing Date (the “Proration Time”)Closing, the following (collectively, the “Proration Items”):except as otherwise specified: (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits all income and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, revenue from the Facilities including, without limitation, all Resident Deposits, resident payments (uncollected rents and other uncollected revenue shall not be adjusted at Closing and shall be subject to the provisions of Section 11(b) below); (ii) water, electricity, water gas, sewer, and other utility charges (excluding telephone) and sewer charges. If there deposits with utility companies to the extent such deposits are meters on assignable and are assigned to Purchaser; (iii) real estate taxes and/or payments under the PILOT Agreement for the Real Property, final readings and final xxxxxxxx Property for utilities will be made if possible on the day before the Closing Date, fiscal year in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date occurs based on the most recent meter reading. Seller will be entitled to all deposits presently in effect recently ascertainable taxes for the Land and/or the Improvements with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers.a post-closing reconciliation of amounts owed promptly after final tax amounts are determined; (iv) Amounts amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not Property Agreements to assume be assumed by written notice to Seller prior to the expiration of the Evaluation Period.Purchaser; (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon and/or payments under the basis of the tax rate PILOT Agreement for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) Adjacent Land for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax fiscal year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing.occurs; (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten Accrued Employee Benefits; and (10vii) days prior any other expenses normal to the Closing operation and maintenance of the Property; all installments of special assessments payable after the Closing, shall be paid exclusively by Seller’s supplierPurchaser. (b) Seller will be charged and credited for On the amounts of all date of the Proration Items relating Closing, the amount of prorations and adjustments as aforesaid shall be determined or estimated to the period up to and including the Proration Timeextent practicable, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations monetary adjustment shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No If any prorations will or adjustments are based on estimates as of Closing, when the amount of such costs, expenses, charges or amounts upon which such prorations or adjustments are finally known, Seller and Purchaser shall make a recalculation of the apportionment of the same, and Seller or Purchaser, as the case may be, shall make an appropriate payment to the other based on such recalculation, provided such adjustment is claimed by such party within one hundred eighty (180) days after the Closing Date. Subject to the prorations to be made pursuant to this Section 11(b), if any resident sends payments to Seller after the Closing, Seller shall promptly deliver such payment to Purchaser. As soon as reasonably practicable following the Closing Date, but not more than ten (10) days following the Closing Date, Seller shall provide Purchaser a schedule of all unpaid accounts receivable relating to the period prior to the Closing Date. Seller shall have the right to pursue such delinquent amounts following the Closing; provided that Seller shall not have the right to cause any eviction or to terminate any Residency Agreement or Commercial Lease following the Closing on account of any delinquent amounts. Other than invoicing such past due amounts in relation accordance with Purchaser’s customary practice, Purchaser shall have no obligation to insurance premiumspursue any such delinquent amounts. To the extent such delinquent rents and other amounts are collected by Purchaser, Purchaser may deduct from the amount owed to Seller an amount equal to the attorneys’ fees and other reasonable costs of collection and out of pocket costs actually incurred by Purchaser in collecting such rents, as well as any other amounts due to Purchaser. Subject to the foregoing sentence, any rent or other payment collected after the Closing from any resident which owed a payment that was delinquent as of the Closing Date shall be applied first to Purchaser’s unpaid monetary obligations with respect to any periods from and after the Closing Date through the end of the month in which such payment is made, in such order as Purchaser may elect, until such monetary obligations have been paid in full; any remaining amount of such payment shall be paid over to Seller, for application against Seller’s delinquent monetary obligations with respect to any periods before the Closing Date, in such order as Seller may elect, until such delinquent monetary obligations have been paid in full, and Sellerany remaining amount of such payment shall be retained by Purchaser for application against Purchaser’s insurance policies will future obligations. In addition, in calculating the prorations pursuant to this Section 11(b), Seller shall receive a credit in the amount of any utility, municipality or other deposits relating to the Real Property made by Seller and which are assigned to Purchaser at the Closing. Seller shall be entitled to a refund from the utility or the municipality of any such deposits not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on If any refund of real property taxes or payments under the PILOT Agreement regarding any of the Real Property or the Adjacent Land is made after the date of the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid a period prior to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentalafter deducting Purchaser’s reasonable out-of-pocket costs, if any, received by in obtaining such refund, the amount of such refund that is on account of the period prior to Closing shall be paid to Seller after Closing and attributable to any or as Seller directs. The balance, if any, of such refund that is on account of the period following Closing shall be paid to Purchaser. (d) At Closing, Seller shall transfer the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals following sums or give Purchaser a credit against the Purchase Price in the amount of all (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided i) Accrued Employee Benefits for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due Hired Employees accruing prior to the Closing Date; (ii) security deposits (together with any interest earned thereon or otherwise due to the residents under the terms of any residency agreement or Applicable Law); and (iii) last months’ rents, and payment thereof has not been made on other prepaid rent or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures fees (together with respect any interest earned thereon or otherwise due to the collection residents under the terms of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend residency agreements or terminate any existing agreements with Tenants relating to past rent dueApplicable Law).

Prorations and Adjustments. (a) Seller The following shall be prorated and Purchaser agree to prorate and/or adjust, adjusted between Sellers and Buyer as of 11:59 p.m. the Closing Date, except as otherwise specified: 17.1. The amount of all security and other Tenant deposits, and interest due thereon, if any, shall be credited to Buyer; 17.2. Buyer and Sellers shall divide the cost, if any, of any closing escrows hereunder equally between them; 17.3. Water, electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the day preceding most currently available billing information, and reprorated upon issuance of final utility bills; 17.4. Amounts paid or payable under any Assigned Contracts shall be prorated based, to the extent practicable, on final invoices, or, in the event final invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final invoices; 17.5. All real estate, personal property and ad valorem taxes applicable to the Projects and levied with respect to current tax year shall be prorated as of the Closing Date, utilizing the actual final Tax Bills for those Projects. Prior to or at the Closing, Sellers shall pay or have paid all Tax Bills that are due and payable prior to or on the Closing Date (and shall furnish evidence of such payment to Buyer and the “Proration Time”)Title Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing. 17.6. All assessments, general or special, shall be prorated as of the following (collectivelyClosing Date on a "due date" basis such that the applicable Entity or Seller shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date and Buyer shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; 17.7. Commissions of leasing and rental agents for any Lease entered into as of or prior to the Contract Date, whether with respect to base lease term or future expansions, shall be paid in full at or prior to the “Proration Items”): (i) RentsClosing by Seller, without contribution or proration from Buyer, except for renewal commissions as disclosed to Buyer in Exhibit "Commissions". As to Leases entered into between the Contract Date and the Closing Date in accordance with Section 10.4(c) below12.1, commissions shall be prorated as of the Closing Date based upon the portion of the term of the Lease before Closing and the portion of the term of this Lease after Closing. At Closing, COPT shall reimburse CPI the amount of leasing commissions payable to unaffiliated third-parties and tenant improvements costs payable to unaffiliated third-parties incurred by CPI with respect to Leases entered into, subject to Section 12.1 of this Agreement, after March 9, 1998 at the Project known as "One Constellation Centre", the amount claimed for reimbursement evidenced by invoices or paid receipts from such third parties or other evidence of expense reasonably required by Buyer.. 17.8. Current interest under Assumed Indebtedness shall be prorated as of the Closing Date. (ii) Cash Security Deposits 17.9. All Base Rents and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Sellerother charges, including, without limitation, electricityall Additional Rent, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will shall be made if possible on the day before prorated as of the Closing Date. At the time(s) of final calculation and collection from Tenants of Additional Rent for 1998, there shall be a re-proration between Sellers and Buyer as to Additional Rent adjustments, with such re-prorations being payable to the appropriate recipient in which event cash. Such re-proration shall be paid upon Buyer's presentation of its final accounting to Seller, certified as to accuracy by Buyer. At the Closing, no proration will "Delinquent Rents" (rents or other charges that are due as of the Closing) shall be made at prorated in favor of Seller. The parties' respective obligations to reprorate Additional Rent shall survive the Closing. Notwithstanding the foregoing, Buyer shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to Sellers from Tenants, but Buyer shall not be required to xxx any Tenants. All rents and other charges received by (or for the benefit of) Buyer from any Tenant after the Closing shall be first applied against current and past due obligations owed to, or for the benefit of, Buyer (with respect to utility bills. If meter readings on the day before those obligations accruing subsequent to the Closing Date are not possibleDate), then Seller will cause readings and any excess shall be delivered to Seller, but only to the extent of all said meters to be performed not more than five (5) days amounts in default and owed to, and for the benefit of, Sellers for the period prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; providedIn no event, however, that if shall any increase in the assessed value of the Property results from improvements made sums be paid to Sellers to the Property by Purchaser, then Purchaser extent Sellers have been previously reimbursed for such default out of any security deposit and security deposits have been appropriately prorated hereunder; and 17.10. Such other items that are customarily prorated in transactions of this nature shall be solely responsible for any increase in taxes attributable theretoratably prorated. 17.11. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner Project known as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property"Cranberry Square", at Seller’s most recent costClosing, including taxesBuyer shall reimburse CPI amounts expended by CPI from and after March 9, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to 1998 until the Closing Date on the expansion of the Cranberry Square Project, subject, however, to the limitation, that the amount payable to CPI under this Section 17.11 shall not exceed the amount determined by subtracting the costs to complete the expansion of the Cranberry Square Project after the Closing Date as reasonably determined by Buyer and Sellers from Two Million Two Hundred Thousand Dollars (the “Closing Statement”$2,200,000.00). The Closing Statement, once agreed upon, Amounts claimed for reimbursement shall be signed evidenced by Purchaser and Sellerinvoices or paid receipts from third-parties not affiliated with CPI, or other evidence of expense reasonably required by Buyer. The proration For purposes of calculating prorations, Buyer shall be paid at Closing by Purchaser to Seller (if deemed, through control of the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash Entities, to be delivered by Purchaser in payment of title to the Purchase Price at Projects, and therefore entitled to the Closing. If income therefrom and responsible for the actual amounts of expenses thereof, for the Proration Items are not known as of the entire Closing Date, the . All such prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will shall be made on the basis of the actual figures, number of days of the year and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (month that shall have elapsed as of the Proration Time) of all Rental previously paid Closing Date. Bills received after the Closing that relate to expenses incurred, services performed or collected other amounts allocable to the period prior to the Closing Date shall be paid, in cash, by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the LeaseSeller, to the extent due and owing. Bills received by Sellers after the same exceeds any expense stop specified in such Lease)Closing Date that relate to expenses incurred, retroactive rentals, all administrative charges, utility charges, tenant services performed or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under amounts allocable to the Leases period on or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to after the Closing Date, and payment thereof has not been made on or before shall be paid, in cash, by the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect Buyer, to the collection of any Delinquent Rentalextent due and owing. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.49

Prorations and Adjustments. (a) Seller Except with respect to those items governed by Section 1.7(c), all prepaid and Purchaser agree to prorate and/or adjustdeferred income and expenses arising from the operation of the Townsquare Stations and the Cumulus Stations shall be prorated between the transferors and transferees in accordance with generally accepted accounting principles, consistently applied (“GAAP”), as of 11:59 p.m. 12:01 a.m. local time in each market on the day preceding the of Closing Date (the “Proration Effective Time”). Such prorations shall include, without limitation, any proration required by Section 5.7, all FCC regulatory fees, ad valorem, real estate and other property taxes (except transfer taxes as provided by Section 11.1), music and other license fees, utility expenses, rent and other amounts under contracts and similar prepaid and deferred items. Each conveying party shall receive a credit for deposits and prepaid expenses (other than for items which are governed by Section 1.7(c)). Sales commissions related to the following (collectivelysale of advertisements broadcast prior to Closing shall be the responsibility of conveying party, and sales commissions related to the “Proration Items”): (isale of advertisements broadcast after Closing shall be the responsibility of the acquiring party. Solely for illustrative purposes, Schedule 1.7(a) Rents, in accordance sets forth a calculation of the net amount of all prorations and adjustments pursuant to this Section 1.7 with Section 10.4(c) below. (ii) Cash Security Deposits respect to the Townsquare Stations and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Sellerthe Cumulus Stations, including, without limitation, electricitya calculation of the Net AR Adjustment Amount (as defined below) as of June 30, water charges 2013. (b) With respect to trade, barter or similar agreements for the sale of time for goods or services (“Barter”) assumed by the acquiring party, if at Closing the Townsquare Stations or Cumulus Stations, as the case may be, have an aggregate negative or positive Barter balance (i.e., the amount by which the value of air time to be provided by such stations after the Closing exceeds, or conversely, is less than, the fair market value of corresponding goods and sewer chargesservices), there shall be an adjustment therefor in favor of the applicable party. If there are meters In determining Barter balances, the value of air time shall be based upon the rates of the conveying party as of the date hereof, and the corresponding goods and services shall include those to be received by the applicable stations after the Closing. Notwithstanding anything herein to the contrary, in no event shall Townsquare, on the Real Propertyone hand, final readings and final xxxxxxxx for utilities will be made if possible or Cumulus, on the day before other hand, assume any Barter obligations of the Closing Datestations acquired by such party in excess of (i) $200,000 in the aggregate per market or (ii) in the case of Townsquare, $400,000 in the aggregate for all markets and in the case of Cumulus, $600,000 in the aggregate for all markets, in each case for which event no proration will be made at the Closing with respect goods or services provided by a third party in exchange for on-air time has been provided to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters conveying party prior to be performed not more Closing. (c) No later than five (5) business days prior to the Closing Date, Cumulus shall provide to Townsquare a statement (including reasonable detail and supporting documentation) setting forth a per diem adjustment shall be made for the days between the meter reading date reasonable and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make good faith estimate of its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration calculation of the Evaluation Period. (v) Real estate taxes due net amount of all prorations and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied adjustments pursuant to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures 1.7 with respect to the collection Cumulus Stations, including, without limitation, its calculation of any Delinquent Rentalthe Net AR Adjustment Amount as of the Effective Time. All sums collected by Purchaser in the month of The Cash Consideration payable at Closing shall be applied adjusted by the net amount of such estimated adjustments. For purposes hereof, “Net AR Adjustment Amount” means an amount equal to (A) the month sum of Closing. All sums collected (i) the accounts receivable of the Townsquare Stations or the Cumulus Stations, as applicable, as of the Effective Time multiplied by Purchaser thereafter from (ii) the acquisition price of such accounts receivables as determined by the age of such accounts receivables as of the Effective Time as set forth on Schedule 1.7(c), less (B) the sum of all accounts payable of the Townsquare Stations or the Cumulus Stations, as applicable, as of the Effective Time which remain outstanding as of such time, in each Tenant case as calculated pursuant to this Section 1.7(c) or (excluding tenant specific xxxxxxxx for tenant work orders and other specific services d), as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueappropriate.

Prorations and Adjustments. Collected rents, operating expenses, ad valorem taxes on the Phase I Property and the Remainder for the current year, charges under the Phase I Approved Service Contracts (aas hereinafter defined) Seller and Purchaser agree utility charges and all other income and expense related to prorate and/or adjustthe Phase I Property or the Remainder shall be prorated at the Closing, effective as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will utilizing the best available computations of such items. Sellers retain all rights to a refund of any existing utility deposits. If current ad valorem tax assessments are unavailable at Closing, said ad valorem taxes shall be adjusted based upon a ten percent (10%) increase over the prior year's taxes; provided, however, if for the prior year the Phase I Property was not taxed as a completed and operating apartment project, then the ad valorem tax assessment shall be prorated based upon a written estimate of such taxes, prepared by an independent, local real estate tax consultant, such estimate to be reasonably acceptable to Purchaser and Sellers; provided further, all special tax assessments made at the Closing by any taxing authority with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days Phase I Property prior to the Closing Date, and a per diem adjustment shall be made for the days between sole responsibility of Sellers and shall be paid by Sellers at Closing. Such prorations shall be subject to reprorations at such time as actual numbers are available or in the meter reading date and the Closing Date based on the most recent meter readingevent that is determined that any prorated item may not have been mathematically calculated correctly. Seller will Sellers shall be entitled to any and all deposits presently in effect with cash and cash equivalents owned by the utility providersPartnership as of the Closing, and Purchaser will shall cooperate with Sellers after the Closing to distribute to Sellers any such cash or cash equivalents. Delinquent rents collected by the Partnership after the Closing shall be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which remitted by Purchaser has elected not to assume by written notice to Seller prior to the expiration of Cash Sellers upon receipt thereof by the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versaPartnership; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser Partnership shall be solely responsible for any increase in taxes attributable thereto. With respect under no obligation to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs collect such rents and all rentals received shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, rents and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Sellerdelinquent rents. Purchaser shall receive a credit against the Purchase Price for tenant security deposits that are not modifyyet forfeited and the security deposits of all tenants who have moved out within five (5) business days prior to the Closing. Purchaser shall assume responsibility for such deposits and shall determine the amount of such deposits to refund, amend or terminate and any existing agreements with Tenants relating balance not refunded shall be retained by Purchaser. All adjustments shall be cumulated for a period of six months after the Closing Date, at which time a final adjustment shall be made to past rent duethe Purchase Price, and no adjustments thereafter shall be made. The prorations shall be made by adjustment to the cash portion of the Purchase Price.

Prorations and Adjustments. (a) Seller The provisions of this section shall survive Closing and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on shall not merge with the day preceding Deeds. If at any time following the Closing Date (the “Proration Time”)amount of an item listed in this Section 20(c) shall prove to be incorrect, the following party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before one (collectively, the “Proration Items”):1) year after Closing. (i) RentsGeneral real estate taxes, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits personal property taxes, unmetered water and sewer charges and vault charges, if any, and any prepaid rentsand all other municipal or governmental assessments of any and every nature levied or imposed upon the Properties for the then current tax year, together with any interest required to the extent not paid by tenants, shall be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on prorated as of midnight of the day before immediately preceding the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day Closing occurs before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made actual taxes for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixedthen current year are known, the apportionment of real estate taxes shall be upon the basis of taxes for the tax rate Properties for the immediately preceding year, provided that, if the taxes for the current year are thereafter determined to be more or less than the taxes for the preceding year applied (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly shall adjust the proration of such taxes and Seller or Purchaser, as the case may be, shall pay to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for other any other reason other than amount required as a result of such adjustment. All special taxes or assessments actually assessed prior to the final determination or settlement Closing Date shall be prorated as set forth above, and those assessed after the Closing Date shall be paid by Purchaser. All taxes imposed due to a change of use of any tax appeal) for Property after the Real Property should be determined to be higher or lower than those that are apportioned, a new computation Closing Date shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property paid by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to any property tax appeals, any tax refunds appeals or credits attributable to reassessments filed by Seller or Seller’s predecessors in interest for tax years prior to the year in which Closing occurs, Seller shall be entitled to the full amount of any refund or rebate resulting therefrom, and with respect to any property tax appeals or reassessments filed by Seller or Purchaser for the tax year in which the Closing occurs shall belong solely to Selleroccurs, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on shall share the amount of any rebate or refund, resulting therefrom (after first paying to Seller or Purchaser, as applicable, the costs and expenses incurred by Seller or Purchaser, as applicable, in pursuing such appeal or reassessment) in proportion to their respective periods of ownership in of the Properties for such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real PropertyIf, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, Seller is protesting or has notified Purchaser, in writing, that it has elected to protest any taxes for the prorations will be made at Properties (each, a “Tax Protest” and collectively, the “Tax Protests”), then Purchaser shall take over and continue to prosecute such Tax Protest after the Closing on Date. Concurrent with the basis of the best evidence then available; thereafterClosing, when actual figures are received, re-prorations will be made on the basis of the actual figures(i) Seller shall assign any Tax Protest(s) to Purchaser, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (cii) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to shall assume any period following the Proration Timesuch Tax Protest(s). After the Closing, Purchaser shall use commercially reasonable efforts to pursue any Tax Protest(s). (ii) Seller will cause shall be entitled to be paid all payments and rents (including any accrued tax and operating expense escalations or turned over to Purchaser all Rentalother reimbursements, if any, received by Seller after Closing due under Leases (the “Additional Payments”)), charges, and other revenue of any kind, including community fees and any other service fees, under the Leases, and under the Management Agreement attributable to any period following prior to and including the Proration TimeClosing Date. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals Purchaser shall be entitled to all payments and rents (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Leaseincluding Additional Payments), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts charges and other sums revenue of any kind, including community fees and charges payable by Tenants under any other service fees, from the Leases or from other occupants or users of Properties attributable to any period after the PropertyClosing Date. Rental is “Delinquent” when it was due Rents and Additional Payments collected prior to the Closing Date and attributable to both Seller's and Purchaser's period of ownership shall be prorated as of the Closing Date (provided that for any such proration to occur, Seller must have taken actual physical possession of such sums). Uncollected rents and expense escalations or other reimbursements due landlord under the Leases shall not be prorated at the time of Closing, but Purchaser shall make a good faith effort to collect the same on Seller's behalf and to tender the same to Seller upon receipt, provided that Purchaser shall not be obligated to bring suit or commence any other legal action or proceedings for collection and all rents, and Additional Payments collected by Purchaser on or after the Closing Date shall first be applied to all amounts due at the time of collection (i.e., current rents and sums due Purchaser as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. For the period of six (6) months following the Closing Date, each party agrees that they will provide each other with any information reasonably required to enable either party to complete its billing to residents and payment thereof has not been made on or before the Proration Timeother payers. Delinquent Rental will not be prorated. Purchaser The party being assisted agrees to use good faith collection procedures reimburse the party rendering assistance for any reasonable documented out-of-pocket expenses incurred by the assisting party in rendering such assistance. (iii) The present insurance coverage on the Properties shall be terminated as of the Closing Date and there shall be no proration of insurance premiums. (iv) All other income from, and expenses of, the Properties, including but not limited to operating expenses, public utility service, maintenance charges, and service charges shall be prorated as of the Closing Date (except for those utility charges and operating expenses payable by tenants in accordance with the Leases). (v) All security deposits pursuant to the Leases and pre-paid rent under the Leases shall be transferred (or credited against the Purchase Price) by Seller to Purchaser at Closing; on the Closing, Purchaser shall in writing acknowledge receipt of and expressly assume all of Seller’s financial and custodial obligations with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied such deposits pursuant to the month Leases and pre-paid rent so transferred, it being the intent and purpose of this provision that, at Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted relieved of all fiduciary and custodial obligations arising after the Closing with respect to Seller. such transferred funds (to the extent that Purchaser has received a credit at Closing with respect thereto). (vi) Notwithstanding any provision contained herein to the contrary, Purchaser and Seller agree that all cash other than unapplied security deposits under the Leases regardless of whether held by Seller or Licensed Operator, shall not modifybe and remain the property of Seller without any credit to Purchaser or adjustment to the Purchase Price, amend or terminate any existing agreements with Tenants relating to past rent dueincluding without limitation, cash on hand, working capital, operating accounts, reserves, reserve accounts and entrance fees.

Prorations and Adjustments. (a) Seller The Parties, acting in good faith, will prepare prior to Closing a calculation of prorations and Purchaser agree other adjustments, which shall include, without limitation, rent, any other income derived by the Owners from the Contributed Property, in each case to prorate and/or adjustthe extent actually received by Owners, property operating expenses, real property taxes and assessments (on the basis upon which each applicable Tenant is billed by Owner), personal property taxes and assessments, in all cases to the extent not paid directly by a Tenant, Tenant reimbursements, and other customary items, which amounts shall be prorated and adjusted between the Parties as of 11:59 p.m. P.M. (Eastern Time) on the day preceding the Closing Date (Closing, based upon the “Proration Time”actual number of days in the applicable month or year. It is understood and agreed by the Parties that some of the prorations and their adjustments may be based upon good faith estimates. The Parties agree to re-prorate and readjust such items on a fair and equitable basis as soon as income or invoices or other bills are available and after final reconciliation with Tenants, with final adjustment to be made as soon as reasonably possible after Closing. Except as otherwise provided in the first sentence of this Section 7.5(a), all expenses due and payable in calendar year 2018 shall be prorated on an accrual basis by the following (collectively, Seller and the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing Purchaser with respect to utility billsthe pre- and post-contribution periods, respectively. If meter readings on Notwithstanding the day before the Closing Date are not possibleforegoing, then Seller will cause readings there shall be no proration of all said meters to be performed not more than five (5) days prior property operating expenses, real property taxes and assessments, personal property taxes and assessments to the Closing Dateextent such expenses are payable directly by a Tenant. Payments either from or to the Seller or the Purchaser, and a per diem as the case may be, in connection with the final adjustment shall be made due within thirty (30) days after a determination of such final adjustment, and the parties shall document the final prorations. To the extent delinquent rents are received after Closing, such rents shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable Seller any rent properly allocated to the pre-contribution period. After taking into account the prorations required by this Section 7.5(a), all cash reserves in any Owner or General Partner (or any manager under a Management Agreement) bank accounts shall be for the days between the meter reading date and the Closing Date based on the most recent meter readingaccount of Seller. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration The obligations of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of under this Section 10.4(a)(v7.5(a) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on Other than taxes required under a preliminary closing statement Lease to be prepared paid by a Tenant, Seller shall remain liable for any and submitted all taxes (including any taxes imposed by a taxing authority pursuant to Purchaser an audit or other proceeding) determined to have accrued or have been due and payable with respect to a General Partner, Owner or the Contributed Property (or any portion thereof) on or prior to the Closing Date during the applicable statute of limitations period (other than any Transfer Taxes payable by the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser Partnership in accordance with Section 7.4 and Seller. The proration shall be paid at Closing by Purchaser any taxes subject to Seller (if the prorations result set forth in a net credit to SellerSection 7.5(a) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) monthsabove). (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) 4.3.1 Except as otherwise provided in this Section 4.3 and in the Transition Agreement between Williams Energy Marketing & Trading Company, Buyer and Seller and Purchaser thx Xxxxxxe Sharing Agreement between Williams Energy Marketing & Trading Company and Seller, all taxes, axxxxxxxxts, utilities, rents and other expenses and revenues arising out of or relating to Seller's interest in the Subject Property shall be prorated between Seller and Buyer as of the Effective Time. Buyer and Seller hereby agree to prorate cooperate, following the Closing, in the distribution of any such expense(s) and/or adjust, revenue(s) the amount of which is unknown as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Effective Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits 4.3.2 All real estate, personal property, and any prepaid rentsother ad valorem taxes assessed or payable for all years prior to 2001 against the Subject Property shall be the responsibility of Seller. That portion of real estate, together personal property, and other ad valorem taxes assessed or payable for the year 2001 against the Subject Property shall be prorated between the parties to the Effective Time, with any interest required Seller being responsible for the prorated portion of such taxes up to be paid thereon. (iii) Utility charges payable by Sellerthe Effective Time, including, without limitation, electricity, water charges and sewer chargesBuyer being responsible for its prorated portion of such taxes at the Effective Time and thereafter. If there are meters on the Real PropertySeller's prorated portion of such 2001 taxes is payable in arrears, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings pay Buyer, at Closing, Seller's estimated proportionate share of all said meters to be performed not more than five (5) days prior to the Closing Date2001 real estate, personal property, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date ad valorem taxes, such estimate being based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providerslatest assessment, and Purchaser will Buyer shall be obligated to make its own arrangements responsible for any deposits with payment of all such taxes for the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior 2001 tax year and upon payment thereof, necessary corrections to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be 2001 amount paid at Closing by Purchaser Seller will be paid promptly by the appropriate party to Seller (if the prorations result other party. If Buyer's prorated portion of such 2001 taxes is payable in a net credit advance, Buyer will reimburse to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price , at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing amount of such prepaid taxes which is attributable to the period on and after the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, Effective Time and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and which have been paid by Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. 4.3.3 Buyer shall pay at Closing: (a) all recording fees; (b) all survey fees related to any survey conducted by Buyer pursuant to Section 5.3.1(b); (c) Purchaser will receive a credit on any and all escrow or closing agent fees; (d) all premiums of title insurance policies and any endorsements thereto desired by Buyer related to the Closing Statement Subject Property and (e) one-half of the cost of identification and measurement of Crude Oil Inventories and Product pursuant to Section 8.2(b). 4.3.4 Seller shall pay at Closing: (a) all sales, use, excise or personal property transfer taxes related to the Subject Property; (b) all fees charged by the Title Company related to providing the Title Commitment for the prorated amount Subject Property and any updates thereto, (as c) all survey fees related to any surveys provided by Seller pursuant to Section 5.3.1(a) and (d) one-half of the Proration Time) cost of all Rental previously paid identification and measurement of Crude Oil Inventories and Product pursuant to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such LeaseSection 8.2(b), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller The Parties, acting in good faith, will prepare prior to Closing a calculation of prorations and Purchaser agree other adjustments, which shall include, without limitation, rent, ground rent, any other income derived by the Owners, Ground Lessors and Ground Lessee from the Property, in each case to prorate and/or adjustthe extent actually received by Owners, Ground Lessors and Ground Lessee, debt 26 service for the Existing Loans, property operating expenses, real property taxes and assessments (on the basis upon which each applicable Tenant, Third-Party Ground Lessor or Third-Party Ground Lessee is billed by Owner, Ground Lessor or Ground Lessee), personal property taxes and assessments, in all cases to the extent not paid directly by a Tenant, Third-Party Ground Lessor or Third-Party Ground Lessee, Tenant and Third-Party Ground Lessor or Third-Party Ground Lessee reimbursements, and other customary items, which amounts shall be prorated and adjusted between the Parties as of 11:59 p.m. P.M. (Eastern Time) on the day preceding the Closing Date (Closing, based upon the “Proration Time”actual number of days in the applicable month or year. It is understood and agreed by the Parties that some of the prorations and their adjustments may be based upon good faith estimates. The Parties agree to re-prorate and readjust such items on a fair and equitable basis as soon as income or invoices or other bills are available and after final reconciliation with Tenants, Third-Party Ground Lessors or Third-Party Ground Lessee, with final adjustment to be made as soon as reasonably possible after Closing. Except as otherwise provided in the first sentence of this Section 7.5(a), all expenses due and payable in calendar year 2018 shall be prorated on an accrual basis by the following (collectively, Seller and the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing Purchaser with respect to utility billsthe pre- and post-sale periods, respectively. If meter readings on Notwithstanding the day before the Closing Date are not possibleforegoing, then Seller will cause readings there shall be no proration of all said meters to be performed not more than five (5) days prior property operating expenses, real property taxes and assessments, personal property taxes and assessments to the Closing Dateextent such expenses are payable directly by a Tenant. Payments either from or to the Seller or the Purchaser, and a per diem as the case may be, in connection with the final adjustment shall be made due within thirty (30) days after a determination of such final adjustment, and the parties shall document the final prorations. To the extent delinquent rents are received after Closing, such rents shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable Seller any rent properly allocated to the pre-sale period. After taking into account the prorations required by this Section 7.5(a), all cash reserves in any Owner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or General Partner (or any manager under a Management Agreement) bank accounts shall be for the days between the meter reading date and the Closing Date based on the most recent meter readingaccount of Seller. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration The obligations of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of under this Section 10.4(a)(v7.5(a) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. . (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.