Common use of Prorations and Apportionments Clause in Contracts

Prorations and Apportionments. V.8.1. All revenues and all expenses of the Property shall be prorated and apportioned as of 12:01 a.m. on the Closing Date, so that Seller shall bear all expenses with respect to the Property and shall have the benefit of all income with respect to the Property through and including the period preceding the Closing Date. Any revenue or expense amount which cannot be ascertained with certainty as of the Closing Date shall be prorated on the basis of the parties' reasonable estimates of such amount (other than reimbursements for operating expenses not billed currently to tenants) and shall be the subject of a final proration thirty (30) days after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations shall be delivered to the Title Company. The Title Company shall not be required to calculate any prorations. V.8.2. Prepaid rents under the Leases shall be credited to Buyer. Amounts for free rents, concessions, lease takeovers and similar matters not previously paid or satisfied prior to the Closing Date shall be credited to Buyer. Rents in arrears will not be prorated, but will be paid to Seller by Buyer when collected by Buyer, such payment to occur every thirty (30) days following the Closing Date. Except as expressly provided for in SECTION 5.10 below, the first monies received by Buyer from each tenant after the Closing Date shall be applied first to current rents and other sums due and thereafter shall be applied to rent in arrears. V.8.3. Expenses to be prorated shall include taxes (other than personal property taxes on Personal Property), payments under any Service Contracts (provided that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents), gas, electricity and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. If possible, in lieu of prorating, utilities and other expenses shall be contracted for in the name of Buyer as of the Closing Date, with Seller being responsible directly to the utility provider and others for accrued and unpaid expenses. No prorations in respect to personal property taxes on Personal Property based upon Seller's warranty that no personal property taxes have been assessed against the Personal Property for the previous five (5) years.

Prorations and Apportionments. V.8.1. All revenues and all expenses of the Property As a general principle it is agreed that Sellers shall be prorated responsible for all expenses, and apportioned as of 12:01 a.m. on shall receive all income from the Closing DatePurchased Assets, so that Seller shall bear all expenses with respect attributable to the Property and shall have the benefit of all income with respect period prior to the Property through and including the Proration Time; and that Buyers shall be responsible for all expenses, and shall receive all income from the Purchased Assets, attributable to the period preceding after the Closing DateProration Time. Any revenue or expense amount which cannot be ascertained with certainty as Buyers and Sellers (subject to the approval of the Trustee) shall jointly prepare proposed proration schedules prior to the Closing Date (as defined below) including the items listed below and any other items the parties mutually determine to be necessary or proper. Buyers and Sellers shall use commercially reasonable efforts to finalize and agree on the final proration schedule, subject to the approval of the Trustee (the “Proration Schedule”) at least one (1) business day prior to the Closing. All items shall be prorated on the basis as of 11:59 p.m. (Eastern Time) on (the “Proration Time”) on the day before the Operations Transfer Date. The Operations Transfer Date is to be September 5, 2023 or such other date agreed to in an Operations Transfer Agreement in form satisfactory to the Trustee (the “Operations Transfer Agreement”), the purpose of which is to provide for an orderly transition of the parties' reasonable estimates Project to Buyers to begin to manage the Project as of the Closing, and for Sellers to pay for all expenses of the Project through the Proration Time, and to retain the benefit of all of the revenues of the Project through the Proration Time, and for Buyers to use of any licenses of Sellers required to operate the Project to the extent permitted by law, prior to obtaining a license to operate the Project between the Closing and the Operations Transfer Date. A copy of the Operations Transfer Agreement is attached as Exhibit A to this Agreement. The pro-rated items shall, without limitation, consist of: (a) current (monthly or one-time) collected fees, charges, payments or reimbursements under Assigned Contracts and under resident agreements, leases or other occupancy agreements (“Leases”); (b) utility charges, including, but not limited to, water, sewer and oil or gas charges, if any, unless Buyers are opening new accounts with the utility provider, in which event such amount utility charges shall not be prorated but shall be Disclaimed Liabilities, (c) any amounts held in escrow or under deposit (other than reimbursements for operating expenses not billed currently security deposits) by third parties under any of the Assigned Contracts; (d) any other item subject to tenants) and shall be the subject of a final proration thirty (30) days after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations shall be delivered adjustment pursuant to the Title Company. The Title Company shall terms of this Agreement; (e) ordinary course fees for customary annual or other periodic licenses and permits that are assignable and assigned to Buyers at Closing accrued through the Proration Time; (f) any pre-paid insurance premiums on insurance policies assigned to Buyers or other pre-paid amounts on Assigned Contracts (but no other contracts or agreements); and (g) any other items customarily apportioned for purchase and sale transactions of personal care homes or memory care facilities and not be required to calculate any prorations. V.8.2. Prepaid rents under the Leases shall be credited to Buyer. Amounts for free rents, concessions, lease takeovers and similar matters not previously paid or satisfied prior to the Closing Date shall be credited to Buyer. Rents in arrears will not be prorated, but will be paid to Seller by Buyer when collected by Buyer, such payment to occur every thirty (30) days following the Closing Date. Except as expressly otherwise provided for in SECTION 5.10 below, the first monies received by Buyer from each tenant after the Closing Date shall be applied first to current rents and other sums due and thereafter shall be applied to rent in arrearsunder this Agreement. V.8.3. Expenses to be prorated shall include taxes (other than personal property taxes on Personal Property), payments under any Service Contracts (provided that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents), gas, electricity and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. If possible, in lieu of prorating, utilities and other expenses shall be contracted for in the name of Buyer as of the Closing Date, with Seller being responsible directly to the utility provider and others for accrued and unpaid expenses. No prorations in respect to personal property taxes on Personal Property based upon Seller's warranty that no personal property taxes have been assessed against the Personal Property for the previous five (5) years.

Prorations and Apportionments. V.8.1. All revenues In connection with the foregoing (and except to the extent otherwise provided in this Agreement): (a) all expenses sales Taxes, transaction privilege Taxes, personal property Taxes and assessments which are due or past due upon any of the Property School Assets as of the Effective Date, or which are due or past due in connection with the operation of the University on or before the Effective Date, will be paid by Seller at the Closing, together with any penalty or interest thereon. (b) all transfer Taxes incurred in connection with transactions contemplated by this Agreement shall be borne by Seller, and Seller will file all necessary Tax Returns and other documentation with respect to all such transfer Taxes and fees, and the costs and expenses associated with the preparation and filing of such Tax Returns shall be borne by Seller. Buyer shall cooperate in good faith (i) in connection with the filing of any Tax Returns or other documentation with respect to such transfer Taxes, and (ii) to minimize transfer Taxes incurred in connection with transactions contemplated by this Agreement. (c) all sales Taxes, transaction privilege Taxes, personal property Taxes and assessments upon any of the School Assets or in connection with the operation of the University which become due solely by reason of the transactions contemplated by this Agreement and which relate to periods prior to the Closing shall be the responsibility of Seller. (d) current personal property Taxes will be prorated and apportioned adjusted between Buyer and Seller as of 12:01 a.m. the Effective Date on a due date basis, taking into account any exemption or reduction in personal property Taxes that might result from Buyer’s status as an organization described in Section 501(c)(3) of the Code that is qualified to operate an educational organization described in Code Section 170(b)(1)(A)(ii). If current Tax bills are unavailable at the Effective Date, the prior year’s Tax bills will be used for proration purposes and Taxes will be re-prorated between Buyer and Seller when the current year’s Tax bills are received. Any amounts owed by Seller, on the Closing Dateone hand, so that Seller shall bear all expenses or Buyer, on the other hand, with respect to the Property and shall have the benefit of all income with respect such re-proration will be paid to the Property through and including the period preceding the Closing Date. Any revenue or expense amount which cannot be ascertained with certainty as of the Closing Date shall be prorated on the basis of the parties' reasonable estimates of such amount other Party within ten (other than reimbursements for operating expenses not billed currently to tenants) and shall be the subject of a final proration thirty (3010) days after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth determination of such agreed prorations re-proration. (e) general real estate Taxes for all prior years, if any, shall be delivered to paid by Seller, and any general real estate Taxes, if any, for the Title Company. The Title Company shall not be required to calculate any prorations. V.8.2. Prepaid rents under tax year of the Leases Closing shall be credited to Buyer. Amounts for free rents, concessions, lease takeovers prorated by Seller and similar matters not previously paid or satisfied prior to the Closing Date shall be credited to Buyer. Rents in arrears will not be prorated, but will be paid to Seller by Buyer when collected by Buyer, such payment to occur every thirty (30) days following the Closing Date. Except as expressly provided for in SECTION 5.10 below, the first monies received by Buyer from each tenant after the Closing Date shall be applied first to current rents and other sums due and thereafter shall be applied to rent in arrears. V.8.3. Expenses to be prorated shall include taxes (other than personal property taxes on Personal Property), payments under any Service Contracts (provided that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents), gas, electricity and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. If possible, in lieu of prorating, utilities and other expenses shall be contracted for in the name of Buyer as of the Effective Date. (f) any bonds or special assessments against the Campus Property, including interest payable therewith, including any bonds or special assessments (or any installment payments due in regard to such bonds or special assessments), that may be incurred after the Effective Date as a result of or in relation to the construction or operation of Improvements that took place prior to the Effective Date shall be borne by the Seller. (g) Seller shall be responsible for all operating expenses of the University for the period prior to Closing, and Buyer shall be responsible for such expenses incurred on and after the Closing Date. (h) Except as otherwise provided herein, with Seller being responsible directly any update to any surveys of the utility provider and others for accrued and unpaid expenses. No prorations in respect to personal property taxes on Personal Campus Property based upon delivered by Seller's warranty that no personal property taxes have been assessed against , the Personal Property premium for the previous five (5Owner’s and Lender’s Title Policy and any endorsements, and prepayment or satisfaction of any loan or bond secured by the Campus Property including, without limitation, any prepayment fees, penalties or charges, shall be paid by the Seller, and any escrow fees, recording fees and all other costs and charges of any escrow for the sale of the Campus Property not otherwise provided for in this Subparagraph 3.3(h) yearsor elsewhere in the Agreement shared equally by Buyer and Seller.

Prorations and Apportionments. V.8.1. (a) All revenues from the Property and all expenses of the Property shall be prorated and apportioned as of 12:01 a.m. a.m., Pacific time, on the Closing Date, so that Seller shall bear all expenses with respect to Date (the Property and shall have the benefit of all income with respect to the Property through and including the period preceding the Closing Date"PRORATIONS"). Any revenue or expense amount which cannot be ascertained with certainty as of the Closing Date Taxes shall be prorated on the basis of the parties' reasonable estimates of such amount (other than reimbursements for operating expenses not billed currently to tenants) and shall be the subject of a final proration thirty (30) days after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations shall be delivered to the Title Company. The Title Company shall not be required to calculate any prorations. V.8.2. Prepaid rents under the Leases shall be credited to Buyer. Amounts for free rents, concessions, lease takeovers and similar matters not previously paid or satisfied prior to the Closing Date shall be credited to Buyer. Rents in arrears will not be prorated, but will be paid to Seller by Buyer when collected by Buyer, such payment to occur every thirty (30) days following the Closing Date. Except as expressly provided for in SECTION 5.10 below, the first monies received by Buyer from each tenant after the Closing Date shall be applied first to current rents and other sums due and thereafter shall be applied to rent in arrears. V.8.3. Expenses to be prorated shall include taxes (other than personal property taxes on Personal Property), payments under any Service Contracts (provided that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents), gas, electricity and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. If possible, in lieu of prorating, utilities and other expenses shall be contracted for in the name of Buyer as of the Closing Date, with based on a 365-day year. Seller being responsible directly shall be charged and credited for such Prorations up to the Closing Date and Buyer shall be charged and credited (or, at Seller's option, paid by check for unused security or other deposits) for all of the same on and after the Closing Date. Prior to the Closing, Buyer and Seller shall review and approve the Prorations. If the actual amounts to be prorated are not then known, or if any additional expenses are incurred or income received after the date the Prorations are made, the Prorations shall be made on the basis of the best evidence then available. When actual figures are later received, a cash settlement will be made between Seller and Buyer. To the extent possible, Seller shall have all metered utilities read by the applicable utility provider as of the Closing Date. As to each utility which is so read, Seller shall have the responsibility to pay at Closing each bill xxxrefore, and others Buyer shall be responsible for accrued and unpaid expensesall subsequent charges for such utilities. To the extent such utilities may not be read as of the Closing, such utility bills shall be prorated when the last bill xxxurred by Seller is received. No prorations Prorations shall be made for rents, license payments, receivables or accounts ("REVENUES") delinquent as of the Closing Date, and no credit shall be given to Seller for any Revenues delinquent as of the Closing Date. As used in the immediately preceding sentence, the term "delinquent" shall mean, with respect to personal property taxes any Revenue, that the Revenue in question accrued at any time prior to the then-current calendar month. Nevertheless, if Buyer collects any Revenues that were delinquent on Personal Property based upon or before the Closing, such Revenues shall be attributed first to the current Revenues and then to the portion that was delinquent on or before the Closing and Buyer shall promptly remit to Seller the portion of such Revenues collected, if any, attributable to the period of time prior to the Closing Date; provided, however, that Seller shall not be entitled to commence any legal proceeding or alternative proceedings seeking to evict any Tenant because of such Tenant's failure to pay delinquent rents or amounts claimed to be owing by Seller. (b) Tenants may be obligated to pay Additional Rents. Seller shall estimate a "true-up" of Additional Rents as of the Closing Date, and Additional Rents shall be prorated as of the Closing on the basis of such estimated true-up. Seller and Buyer shall re-prorate Additional Rents (including any portions thereof that may be required to be refunded to Tenants) at the time that such estimated true-up is actually adjusted and/or reconciled. Any amounts that may be due from Seller as a result of such re-prorations shall be paid by Seller to Buyer promptly after written request therefor is delivered to Seller by Buyer (together with evidence reasonably satisfactory to Seller of the amounts due the Tenants). Any amounts that may be due to Seller as a result of such re-prorations shall be paid by Buyer to Seller promptly following such re-prorations. Notwithstanding the foregoing, Seller shall have reconciled fully, and made all necessary adjustments with Tenants, Additional Rents for all prior years through 1997, prior to the Closing Date. Buyer shall be responsible for reimbursing to Tenants, and may collect from Tenants, as applicable, all Additional Rents required pursuant to such reconciliation; Seller shall not be entitled to contact any Tenant with respect to such reconciliation, nor commence any legal proceeding or alternative proceedings seeking to evict any Tenant because of such Tenant's warranty failure to pay delinquent rents or amounts claimed to be owing to Seller. (c) Seller shall be responsible for the payment of all leasing commissions earned prior to the Effective Date, and Buyer shall be responsible for the payment of any leasing commissions earned from and after the Effective Date, regardless of when any such leasing commissions become due, provided that no personal property taxes such commissions have been assessed disclosed to and approved by Buyer prior to expiration of the Inspection Period. Each party to this Agreement shall indemnify the other party against and hold the Personal Property other party harmless (using counsel reasonably satisfactory to such other party) from and against any and all damages, liabilities, costs, expenses and losses (including, but not limited to attorneys' fees and costs) arising out of any action for the previous five collection of leasing commissions that are such party's responsibility pursuant to this subsection. (5d) yearsThe provisions of this Section shall survive the Closing.

Prorations and Apportionments. V.8.1. All Except as otherwise provided in this Section 9.6 or elsewhere in this Agreement, all revenues from the Property and all expenses of the Property shall be prorated and apportioned (the "Prorations") as of 12:01 a.m. 11:59 p.m. on the day before the Closing Date (the "Cutoff Time"), and Seller shall be charged and credited for such Prorations up to the Cutoff Time and Buyer shall be charged and credited for all of the same after the Cutoff Time. Prior to Closing, Buyer and Seller shall review and approve the Prorations. If the actual amounts to be prorated and apportioned are not then known, or if any additional revenues may be received or expenses incurred after the date the Prorations are made, the Prorations shall be made on the basis of the best evidence then available. In particular: (a) All Guest Ledger Receivables (less travel agent commissions assumed by Buyer as a Payable, and less credit card discounts) for all room nights at the Hotel up to but not including the room night during which the Cutoff Time occurs shall be a part of the Accounts, and Buyer shall be entitled to all Guest Ledger Receivables for all room nights at the Hotel after the Cutoff Time. One-half (1/2) of the Guest Ledger Receivables (less travel agent commissions assumed by Buyer as a Payable, and less credit card discounts) for the full room night at the Hotel during which the Cutoff Time occurs shall also be a part of the Accounts, and Buyer shall be entitled to the remainder thereof. (b) All restaurant and bar facilities shall be deemed closed as of the Cutoff Time and Seller shall receive the revenues from the same until the Cutoff Time, and Buyer shall receive the revenues from the same thereafter. (c) Except as provided otherwise in this Agreement, all revenues and expenses, as the case may be, under any Subleases and Contracts (including, without limitation, the License Agreement, the Management Agreement, and the Operating Agreement) shall be prorated as of the Cutoff Time. (d) Seller shall assign and sell to Buyer and Buyer shall assume and purchase from Seller all Accounts on a dollar-for-dollar basis, but Seller shall retain ownership of the Aged Accounts. Nevertheless, Buyer shall use its good faith commercially reasonable efforts to collect the Aged Accounts from and after the Closing Date. Seller and Buyer shall meet ninety (90) calendar days after the Closing Date to review the status of the Accounts, the Aged Accounts, and percentage rent under the Ground Lease, and to make cash adjustments for Accounts that Buyer was unable to collect using its good faith commercially reasonable efforts, for Aged Accounts that Buyer was able to collect on Seller's behalf, and for any inaccuracies in prior percentage rent calculations. It is understood and agreed that Seller shall retain the right to collect any sums due Seller under the Aged Accounts, and in connection therewith, shall have the right to review Buyer's records during normal business hours and upon reasonable notice to the extent reasonably necessary. (e) All real property taxes and assessments, personal property taxes, hotel occupancy taxes, and business taxes shall be prorated as of the Cutoff Time, based on a 365-day year. (f) Base rent required to be paid by Seller under the Ground Lease for the Month in which Closing occurs shall be prorated between Buyer and Seller effective as of the Closing Date based on the actual number of days elapsed. Upon close of Escrow, Buyer and Seller shall jointly notify City in writing of the Closing Date and inform City that Buyer shall thereafter make all payments to City. (g) No provision has been made for the proration of utility charges (including, without limitation, telephone, gas, water, and electricity) as all such services shall be terminated for billing purposes as of the Closing Date and Buyer shall, prior to the Closing Date, make application for the continuation of such services in its name. It is further anticipated that in connection with all such services, the meters will be read as nearly as possible to the Cutoff Time (but that Buyer shall be responsible for paying the bills for such services to the Cutoff Time and shall receive a credit against the Purchase Price therefor), and that commencing on the Closing Date, so that Buyer shall be responsible for the payment of all such utility accounts. If any such utility accounts are not in fact handled in this manner, they shall be prorated based upon the best available information and settled at the ninety (90) day "true-up" described in Section 9.6 (r) below. At the Closing, Seller shall bear assign or otherwise transfer all expenses utility deposits to Buyer which have not then been refunded to Seller, and Seller shall receive a credit therefor. (h) All cash, checks, and other funds, including till money and house banks, shall be transferred by Seller to Buyer at Closing, (with respect representatives of each party at the Hotel making the transfer in person), and Seller shall receive a credit therefor on a dollar-for-dollar basis. All notes, security, and other evidence of indebtedness (excluding all notes, security, and other evidence of indebtedness relating to the Accounts) located at or relating to the Property at the time of the Closing, all balances on deposit with banking institutions relating to the Property, and the FF&E Reserves, are and shall have remain the benefit property of Seller and are not included in the sale of the Property contemplated hereby. (i) At the Cutoff Time, Buyer and Seller shall make an accounting of the Inventory. At the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all income of the Inventory, as provided herein. (j) Seller shall be responsible for all sales, use, and other tax due (together with respect interest and penalties thereon, if any), relating to the Property through period of time prior to the Cutoff Time, and including Buyer shall be responsible for the same for the period preceding of time after the Closing DateCutoff Time. Any revenue or expense amount which cannot Buyer, however, shall be ascertained solely responsible to pay all sales, use, and other tax due, (together with certainty interest and penalties thereon, if any), resulting from Seller's sale and transfer of the Personal Property to Buyer, and shall indemnify, defend, and hold Seller harmless from and against all loss, cost, liability, claim, damage, and expense, including reasonable attorneys' fees and costs, resulting from Buyer's failure to pay all such taxes to the appropriate governmental authority. The indemnity obligations of Buyer under this Section 9.6(j) shall survive the delivery of the Assignment and Assumption of Ground Lease and the Deed and the transfer of title to the Property. (k) All fees paid for Permits shall be prorated as of the Closing Date Cutoff Time. (1) Buyer shall be prorated on receive a credit against the basis Purchase Price for advance receipts, if any, received by Seller in connection with Hotel reservations, to the extent such reservations relate to a time period after the Cutoff Time; and Seller shall receive a credit for advance payments, if any, made by it in connection with the operation of the parties' reasonable estimates Hotel, to the extent such advance payments relate to a period of such amount (other than reimbursements for operating expenses not billed currently to tenants) and shall be the subject of a final proration thirty (30) days time after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations shall be delivered to the Title Company. The Title Company shall not be required to calculate any prorationsCutoff Time. V.8.2. Prepaid rents under the Leases shall be credited to Buyer. Amounts for free rents, concessions, lease takeovers and similar matters not previously paid or satisfied prior to the Closing Date shall be credited to Buyer. Rents in arrears will not be prorated, but will be paid to Seller by Buyer when collected by Buyer, such payment to occur every thirty (30) days following the Closing Date. Except as expressly provided for in SECTION 5.10 below, the first monies received by Buyer from each tenant after the Closing Date shall be applied first to current rents and other sums due and thereafter shall be applied to rent in arrears. V.8.3. Expenses to be prorated shall include taxes (other than personal property taxes on Personal Property), payments under any Service Contracts (provided that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents), gas, electricity and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. If possible, in lieu of prorating, utilities and other expenses shall be contracted for in the name of Buyer as of the Closing Date, with Seller being responsible directly to the utility provider and others for accrued and unpaid expenses. No prorations in respect to personal property taxes on Personal Property based upon Seller's warranty that no personal property taxes have been assessed against the Personal Property for the previous five (5) years.

Prorations and Apportionments. V.8.1. All revenues (a) General real estate taxes and all expenses of assessments against the Property shall be prorated and apportioned as of 12:01 a.m. on the Closing Date, so that based on a three hundred sixty-five (365) day year. Seller shall bear be charged (or credited, if already paid) for taxes and assessments incurred up to (but not including) the Closing Date and Buyer shall be charged for all expenses with respect to of the Property same on and shall have the benefit of all income with respect to the Property through and including the period preceding after the Closing Date. Any revenue Notwithstanding anything to the contrary in the foregoing, Seller shall retain the right to receive all refunds for overpayments of real property taxes and assessments to the extent paid by Seller and attributable to the period of time prior to the Closing Date, and Seller shall have the sole right to prosecute an appeal or expense amount claim with respect to such amounts. (b) All rentals, tenant charges and reimbursements under the ATM Lease in respect to the month in which cannot the Closing Date occurs (the "Current Month") shall be ascertained with certainty prorated as of the Closing Date. All of these amounts for the Current Month which have been received as of the Closing Date shall be prorated on a per diem basis based upon the basis number of days in the parties' reasonable estimates of such amount Current Month prior to, but not including, the Closing Date (other than reimbursements for operating expenses not billed currently which shall be allocated to tenantsSeller) and shall be the subject number of a final proration thirty (30) days in the Current Month from and after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations (which shall be delivered allocated to Buyer). (c) Prepaid rentals and other prepaid tenant charges for periods after the Current Month, and the current balance of the security deposit, if any (including any portion thereof which may be designated as prepaid rent), under the ATM Lease, if and to the Title Company. The Title Company shall extent that such deposit is in Seller's actual possession and has not be required been otherwise applied by Seller to calculate any prorations. V.8.2. Prepaid rents obligations of the tenant under the Leases ATM Lease, shall be credited against the Purchase Price, and upon the closing of the transaction contemplated hereby, Buyer shall assume full responsibility for the security deposit to Buyer. Amounts be refunded to the tenant under the ATM Lease (to the extent the same is required to be refunded by the terms of the ATM Lease). (d) All charges under Contracts and any other expenses of the Property shall be prorated on a per diem basis based upon the number of days in the then current billing period for free rentssuch service provider or other payee prior to, concessionsbut not including, lease takeovers and similar matters not previously paid or satisfied prior to the Closing Date (which shall be credited allocated to Buyer. Rents Seller), and the number of days in arrears will not be prorated, but will be paid to Seller by Buyer when collected by Buyer, such payment to occur every thirty (30) days following the Closing Date. Except as expressly provided for in SECTION 5.10 below, the first monies received by Buyer current billing period from each tenant and after the Closing Date (which shall be applied first allocated to current rents and other sums due and thereafter shall be applied to rent in arrears. V.8.3. Expenses to be prorated shall include taxes (other than personal property taxes on Personal Propertythe Buyer), payments under any Service Contracts (provided and assuming that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents), gas, electricity and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily proratedall charges are incurred uniformly during such current billing period. If possible, in lieu of prorating, utilities and other expenses shall be contracted actual bills for in the name of Buyer such current billing period are unavailable as of the Closing Date, with Seller being responsible directly to the utility provider and others for accrued and unpaid expenses. No prorations in respect to personal property taxes then such proration shall be made on Personal Property an estimated basis based upon Seller's warranty that no personal property taxes have been assessed against the Personal Property for most recently issued bills, subject to readjustment upon receipt of actual bills. Any amount shown to be owed by Seller as a result of the previous five (5) yearsforegoing proration shall be credited to Buyer at the Closing, and any amounts shown to be owed to Seller as a result of the foregoing proration shall be credited to Seller at Closing.

Prorations and Apportionments. V.8.1. (a) All revenues from the Property and all expenses of the Property shall be prorated and apportioned as of 12:01 a.m. a.m., Pacific time, on the Closing Date, so that Seller shall bear all expenses with respect to Date (the Property and shall have the benefit of all income with respect to the Property through and including the period preceding the Closing Date"PRORATIONS"). Any revenue or expense amount which cannot be ascertained with certainty as of the Closing Date Taxes shall be prorated on the basis of the parties' reasonable estimates of such amount (other than reimbursements for operating expenses not billed currently to tenants) and shall be the subject of a final proration thirty (30) days after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations shall be delivered to the Title Company. The Title Company shall not be required to calculate any prorations. V.8.2. Prepaid rents under the Leases shall be credited to Buyer. Amounts for free rents, concessions, lease takeovers and similar matters not previously paid or satisfied prior to the Closing Date shall be credited to Buyer. Rents in arrears will not be prorated, but will be paid to Seller by Buyer when collected by Buyer, such payment to occur every thirty (30) days following the Closing Date. Except as expressly provided for in SECTION 5.10 below, the first monies received by Buyer from each tenant after the Closing Date shall be applied first to current rents and other sums due and thereafter shall be applied to rent in arrears. V.8.3. Expenses to be prorated shall include taxes (other than personal property taxes on Personal Property), payments under any Service Contracts (provided that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents), gas, electricity and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. If possible, in lieu of prorating, utilities and other expenses shall be contracted for in the name of Buyer as of the Closing Date, with based on a 365-day year. Seller being responsible directly shall be charged and credited for such Prorations up to the Closing Date and Buyer shall be charged and credited (or, at Seller's option, paid by check for unused security or other deposits) for all of the same on and after the Closing Date. Prior to the Closing, Buyer and Seller shall review and approve the Prorations. If the actual amounts to be prorated are not then known, or if any additional expenses are incurred or income received after the date the Prorations are made, the Prorations shall be made on the basis of the best evidence then available. When actual figures are later received, a cash settlement will be made between Seller and Buyer. To the extent possible, Seller shall have all metered utilities read by the applicable utility provider as of the Closing Date. As to each utility which is so read, Seller shall have the responsibility to pay at Closing each bill xxxrefore, and others Buyer shall be responsible for accrued and unpaid expensesall subsequent charges for such utilities. To the extent such utilities may not be read as of the Closing, such utility bills shall be prorated when the last bill xxxurred by Seller is received. No prorations Prorations shall be made for rents, license payments, receivables or accounts ("REVENUES") delinquent as of the Closing Date, and no credit shall be given to Seller for any Revenues delinquent as of the Closing Date. As used in the immediately preceding sentence, the term "delinquent" shall mean, with respect to personal property taxes any Revenue, that the Revenue in question accrued at any time prior to the then-current calendar month. Nevertheless, if Buyer collects any Revenues that were delinquent on Personal Property based upon or before the Closing, such Revenues shall be attributed first to the current Revenues and then to the portion that was delinquent on or before the Closing and Buyer shall promptly remit to Seller the portion of such Revenues collected, if any, attributable to the period of time prior to the Closing Date; provided, however, that Seller shall not be entitled to commence any legal proceeding or alternative proceedings seeking to evict any Tenant because of such Tenant's failure to pay delinquent rents or amounts claimed to be owing by Seller's warranty . (b) Tenants may be obligated to pay Additional Rents. Seller shall estimate a "true-up" of Additional Rents as of the Closing Date, and Additional Rents shall be prorated as of the Closing on the basis of such estimated true-up. Seller and Buyer shall re-prorate Additional Rents (including any portions thereof that no personal property taxes may be required to be refunded to Tenants) at the time that such estimated true-up is actually adjusted and/or reconciled. Any amounts that may be due from Seller as a result of such re-prorations shall be paid by Seller to Buyer promptly after written request therefor is delivered to Seller by Buyer (together with evidence reasonably satisfactory to Seller of the amounts due the Tenants). Any amounts that may be due to Seller as a result of such re-prorations shall be paid by Buyer to Seller promptly following such re-prorations. Notwithstanding the foregoing, Seller shall have been assessed against the Personal Property reconciled fully, and made all necessary adjustments with Tenants, Additional Rents for the previous five (5) all prior years.

Prorations and Apportionments. V.8.1. (a) All revenues from the Property and all expenses of the Property shall be prorated and apportioned as of 12:01 a.m. a.m., Pacific time, on the Closing Date, so that Seller shall bear all expenses with respect to Date (the Property and shall have the benefit of all income with respect to the Property through and including the period preceding the Closing Date"PRORATIONS"). Any revenue or expense amount which cannot be ascertained with certainty as of the Closing Date Taxes shall be prorated on the basis of the parties' reasonable estimates of such amount (other than reimbursements for operating expenses not billed currently to tenants) and shall be the subject of a final proration thirty (30) days after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations shall be delivered to the Title Company. The Title Company shall not be required to calculate any prorations. V.8.2. Prepaid rents under the Leases shall be credited to Buyer. Amounts for free rents, concessions, lease takeovers and similar matters not previously paid or satisfied prior to the Closing Date shall be credited to Buyer. Rents in arrears will not be prorated, but will be paid to Seller by Buyer when collected by Buyer, such payment to occur every thirty (30) days following the Closing Date. Except as expressly provided for in SECTION 5.10 below, the first monies received by Buyer from each tenant after the Closing Date shall be applied first to current rents and other sums due and thereafter shall be applied to rent in arrears. V.8.3. Expenses to be prorated shall include taxes (other than personal property taxes on Personal Property), payments under any Service Contracts (provided that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents), gas, electricity and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. If possible, in lieu of prorating, utilities and other expenses shall be contracted for in the name of Buyer as of the Closing Date, with Seller being responsible directly based on a 365-day year. Contributors shall be charged and credited for such Prorations up to the Closing Date and the Company shall be charged and credited (or, at Contributors' option, paid by check for unused security or other deposits) for all of the same on and after the Closing Date. Prior to the Closing, the Company and Contributors shall review and approve the Prorations. If the actual amounts to be prorated are not then known, or if any additional expenses are incurred or income received after the date the Prorations are made, the Prorations shall be made on the basis of the best evidence then available. When actual figures are later received, a cash settlement will be made between Contributors and the Company. To the extent possible, Contributors shall have all metered utilities read by the applicable utility provider as of the Closing Date. As to each utility which is so read, Contributors shall have the responsibility to pay at Closing each bill xxxrefore, and others the Company shall be responsible for accrued and unpaid expensesall subsequent charges for such utilities. To the extent such utilities may not be read as of the Closing, such utility bills shall be prorated when the last bill xxxurred by Contributors is received. No prorations Prorations shall be made for rents, license payments, receivables or accounts ("REVENUES") delinquent as of the Closing Date, and no credit shall be given to Contributors for any Revenues delinquent as of the Closing Date. As used in the immediately preceding sentence, the term "delinquent" shall mean, with respect to personal property taxes any Revenue, that the Revenue in question accrued at any time prior to the then-current calendar month. Nevertheless, if the Company collects any Revenues that were delinquent on Personal Property based upon Selleror before the Closing, such Revenues shall be attributed first to the current Revenues and then to the portion that was delinquent on or before the Closing and the Company shall promptly remit to Contributors the portion of such Revenues collected, if any, attributable to the period of time prior to the Closing Date; provided, however, that Contributors shall not be entitled to commence any legal proceeding or alternative proceedings seeking to compel any Tenant to pay delinquent rents or amounts claimed to be owing by Contributors to the extent that such proceeding could have the effect of evicting such Tenant or otherwise interfering with the Tenant's warranty use and enjoyment of its lease with the LLC. The parties further agree that no personal property taxes Contributors shall have been assessed against a period of nine (9) months from the Personal Property Closing Date to resolve any rent delinquencies existing as of the Closing Date. (b) Tenants may be obligated to pay Additional Rents. Contributors shall estimate a "true-up" of Additional Rents as of the Closing Date, and Additional Rents shall be prorated as of the Closing on the basis of such estimated true-up. Contributors and the Company shall re-prorate such Additional Rents (including any portions thereof that may be required to be refunded to Tenants) at the time that such estimated true-ups are actually adjusted and/or reconciled. Any amounts that may be due from Contributors as a result of such re-prorations shall be paid by Contributors to the Company promptly after written request therefor is delivered to Contributors by the Company (together with evidence reasonably satisfactory to Contributors of the amounts due the Tenants). Any amounts that may be due to Contributors as a result of such re-prorations shall be paid by the Company to Contributors promptly following such re-prorations. The Company shall be responsible for the previous five (5) years.reimbursing to Tenants, and may collect from Tenants, as applicable, all Additional Rents required pursuant to such reconciliation; Contributors shall not be entitled to

Prorations and Apportionments. V.8.1. All revenues and all expenses of the Property shall be a prorated and apportioned as of 12:01 a.m. on the Closing Date, so that Seller shall bear all expenses with respect to the Property and shall have the benefit of all income with respect to the Property through and including the period preceding the Closing Date. Any revenue or expense amount which cannot be ascertained with certainty as of the Closing Date shall be prorated on the basis of the parties' reasonable estimates of such amount (other than reimbursements for operating expenses not billed currently to tenants) and shall be the subject of a final proration thirty (30) days after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations shall be delivered to the Title Company. The Title Company shall not be required to calculate any prorations. V.8.2. Prepaid rents under the Leases shall be credited to Buyer. Amounts for free rents, concessions, lease takeovers and similar matters not previously paid or satisfied prior to the Closing Date shall be credited to Buyer. Rents in arrears will not be prorated, but will be paid to Seller by Buyer when collected by Buyer, such payment to occur every thirty (30) days following the Closing Date. Except as expressly provided for in SECTION 5.10 below, the first monies received by Buyer from each tenant after the Closing Date shall be applied first to current rents and other sums due and thereafter shall be applied to rent in arrears. V.8.3. Expenses to be prorated shall include taxes (other than personal property taxes on Personal Property), payments under any Service Contracts (provided that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents), gas, electricity and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. If possible, in lieu of prorating, utilities and other expenses shall be contracted for in the name of Buyer as of the Closing Date, with Seller being responsible directly to the utility provider and others for accrued and unpaid expenses. No prorations in respect to personal property taxes on Personal Property based upon Seller's warranty that no personal property taxes have been assessed against the Personal Property for the previous five (5) years.

Prorations and Apportionments. V.8.1. (a) All revenues from the Property and all expenses of the Property shall be prorated and apportioned as of 12:01 a.m. 11:59 p.m., Nevada time, on the Closing Date, so that Seller shall bear all expenses with respect to the Property and shall have the benefit of all income with respect to the Property through and including the period preceding the Closing Date. Any revenue or expense amount which cannot be ascertained with certainty as of day before the Closing Date (the "PRORATIONS"). Taxes and assessments shall be prorated on the basis of the parties' reasonable estimates of such amount (other than reimbursements for operating expenses not billed currently to tenants) and shall be the subject of a final proration thirty (30) days after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations shall be delivered to the Title Company. The Title Company shall not be required to calculate any prorations. V.8.2. Prepaid rents under the Leases shall be credited to Buyer. Amounts for free rents, concessions, lease takeovers and similar matters not previously paid or satisfied prior to the Closing Date shall be credited to Buyer. Rents in arrears will not be prorated, but will be paid to Seller by Buyer when collected by Buyer, such payment to occur every thirty (30) days following the Closing Date. Except as expressly provided for in SECTION 5.10 below, the first monies received by Buyer from each tenant after the Closing Date shall be applied first to current rents and other sums due and thereafter shall be applied to rent in arrears. V.8.3. Expenses to be prorated shall include taxes (other than personal property taxes on Personal Property), payments under any Service Contracts (provided that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents), gas, electricity and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. If possible, in lieu of prorating, utilities and other expenses shall be contracted for in the name of Buyer as of the Closing Date, with based on a 365-day year. Seller being responsible directly shall be charged and credited for such Prorations up to the Closing Date and Buyer shall be charged and credited (or, at Seller's option, paid by check for unused security or other deposits) for all of the same on and after the Closing Date. Prior to the Closing, Buyer and Seller shall review and approve the Prorations. If the actual amounts to be prorated are not then known, or if any additional expenses are incurred or income received after the date the Prorations are made, the Prorations shall be made on the basis of the best evidence then available. When actual figures are later received, a cash settlement will be made between Seller and Buyer which shall be no later than March 1, 1998. All utility provider and others for accrued and unpaid expensesbills shall be so prorated when the last xxxx incurred by Seller is received. No prorations Prorations shall be made for rents, license payments, receivables or accounts ("REVENUES") delinquent as of the Closing Date, and no credit shall be given to Seller for any Revenues delinquent as of the Closing Date. As used in the immediately preceding sentence, the term "delinquent" shall mean, with respect to personal property taxes any Revenue, that the Revenue in question accrued at any time prior to the then-current calendar month. Nevertheless, if Buyer collects any Revenues that were delinquent on Personal Property or before the Closing, such Revenues shall be attributed first to the current Revenues and then to the portion that was delinquent on or before the Closing and Buyer shall promptly remit to Seller the portion of such Revenues collected, if any, attributable to the period of time prior to the Closing Date. Buyer shall use commercially reasonable efforts to collect any such delinquent Revenues, with the reasonable costs of such efforts to be deducted from the amounts due Seller. As used in the next preceding sentence "commercially reasonable efforts" shall require only that Buyer give written notice to the applicable Tenant, setting forth in reasonable detail the nature and extent of the deficiency and requiring its cure in accordance with the applicable terms and provisions of that Tenant's Lease. (b) Tenants may be obligated to pay Additional Rents. With respect to any Additional Rents that are based upon Seller's warranty on estimates and that no personal property taxes have been assessed against are subject to adjustment and/or reconciliation after the Personal Property for Closing Date, Seller and Buyer shall re-prorate such Additional Rents (including any portions thereof that may be required to be refunded to Tenants) at the previous five (5) years.time that such estimates are actually adjusted and/or reconciled. Any amounts that may be due Seller or Buyer as a result of such

Prorations and Apportionments. V.8.1Escrow Holder shall generate a closing statement setting forth the prorations and apportionments required by this Section, which closing statement shall not be effective until approved by Buyer and Seller prior to the Closing Date. All revenues Where possible, Buyer and all expenses of Seller shall determine the Property shall amounts to be prorated and apportioned provide Escrow Holder with a spreadsheet containing that information at least two (2) Business Days before the Closing. The following items are to be prorated on a per diem basis as of as of 12:01 a.m. on the Closing Date: (a) real estate and personal property taxes, so governmental fees and special assessments; (b) all collected rents (excluding Prepaid Rents, as defined below), income and revenues of the Property, provided that Seller shall bear all expenses with respect uncollected rents for the months prior to the Property month in which the Closing occurs, and shall have the benefit a prorated portion of all income with respect to uncollected rents for the Property through and including the period preceding the Closing Date. Any revenue or expense amount which cannot be ascertained with certainty as month of the Closing Date (“Delinquent Rents”) shall be prorated on the basis of the parties' reasonable estimates of such amount (other than reimbursements for operating expenses not billed currently to tenants) remain Seller’s property and shall not be the subject of a final proration thirty (30) days after prorated, further provided that all rents received by Seller relating to any period subsequent to the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations (“Prepaid Rents”), shall be delivered to the Title Company. The Title Company shall not be required to calculate any prorations. V.8.2. Prepaid rents under the Leases shall be credited to Buyer. Amounts for free rents, concessions, lease takeovers and similar matters not previously paid or satisfied prior to Buyer at the Closing Date shall be credited without proration. Buyer agrees to Buyer. promptly deliver any Delinquent Rents in arrears will not be prorated, but will be paid received after Closing to Seller by Buyer when collected by Buyerif obtained, such payment to occur every thirty provided that (30i) days following the Closing Date. Except as expressly provided for in SECTION 5.10 below, the first monies all amounts received by Buyer from each tenant under a Lease after the Closing Date shall be applied first to current rents and other sums rent due and thereafter shall be applied to rent in arrears.Delinquent Rents, and (ii) Buyer shall not be obligated to evict a tenant, institute a lawsuit or other legal process to recover Delinquent Rents; V.8.3(c) all metered utilities, such as water, gas and electricity, to the extent the same are not the responsibility of and paid directly by tenants, shall be read and all telephone charges shall be determined and Seller shall execute all forms required to transfer all utilities to Buyer. Expenses to At Closing, all charges for utilities shall be prorated shall include taxes (other than personal property taxes on Personal Property), payments under any Service Contracts (provided that any delinquent payments owing to based upon the meter readings and Seller shall be treated in pay the same manner as delinquent rents), gas, electricity full amount of all utilities supplied to the Real Property and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. If possible, in lieu of prorating, utilities and other expenses shall be contracted for in the name of Buyer as of EMI Land up to the Closing Date. All charges for utilities thereafter furnished to the Real Property and the EMI Land shall be paid by the Buyer, with the exception of past due amounts owed by Seller. Seller being responsible directly shall receive a credit at Closing for any utility deposits transferred to Buyer. All other utility deposits shall remain the property of and will be immediately released to Seller; (d) all expenses under Contracts shall be prorated at Closing. All expenses for Contracts not assumed by Buyer shall not be prorated and shall remain the sole responsibility of Seller. Any advance lump-sum or “up front” payments or other revenue in connection with any Contracts shall be credited to Buyer on a pro-rata basis over the term of such contract, including extension options; and (e) all annual, monthly or other periodic fees, charges or assessments payable with respect to the utility provider and others for accrued and unpaid expenses. No prorations in respect to personal property taxes on Personal Property based upon Seller's warranty that no personal property taxes have been assessed against the Personal Property for the previous five (5) yearsGovernmental Authorizations shall be prorated at Closing.

Prorations and Apportionments. V.8.1. (a) All revenues from the Property and all expenses of the Property shall be prorated and apportioned as of 12:01 a.m. 11:59 p.m., California time, on the Closing Date, so that Seller shall bear all expenses with respect to the Property and shall have the benefit of all income with respect to the Property through and including the period preceding the Closing Date. Any revenue or expense amount which cannot be ascertained with certainty as of day before the Closing Date (the "PRORATIONS"). Taxes shall be prorated on the basis of the parties' reasonable estimates of such amount (other than reimbursements for operating expenses not billed currently to tenants) and shall be the subject of a final proration thirty (30) days after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations shall be delivered to the Title Company. The Title Company shall not be required to calculate any prorations. V.8.2. Prepaid rents under the Leases shall be credited to Buyer. Amounts for free rents, concessions, lease takeovers and similar matters not previously paid or satisfied prior to the Closing Date shall be credited to Buyer. Rents in arrears will not be prorated, but will be paid to Seller by Buyer when collected by Buyer, such payment to occur every thirty (30) days following the Closing Date. Except as expressly provided for in SECTION 5.10 below, the first monies received by Buyer from each tenant after the Closing Date shall be applied first to current rents and other sums due and thereafter shall be applied to rent in arrears. V.8.3. Expenses to be prorated shall include taxes (other than personal property taxes on Personal Property), payments under any Service Contracts (provided that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents), gas, electricity and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. If possible, in lieu of prorating, utilities and other expenses shall be contracted for in the name of Buyer as of the Closing Date, with Seller being responsible directly based on a 365-day year. Accrued and unpaid interest under the Existing Loan shall be prorated as of the Closing Date, based on a 360 day year as provided for pursuant to the terms and provisions of the Existing Loan. Seller shall be charged and credited for such Prorations up to the Closing Date and Buyer shall be charged and credited (or, at Seller's option, paid by check for unused security or other deposits) for all of the same on and after the Closing Date. Prior to the Closing, Buyer and Seller shall review and approve the Prorations. If the actual amounts to be prorated are not then known, or if any additional expenses are incurred or income received after the date the Prorations are made, the Prorations shall be made on the basis of the best evidence then available. When actual figures are later received, a cash settlement will be made between Seller and Buyer. All utility provider and others for accrued and unpaid expensesbills shall be prorated when the last xxxx incurred by Seller is received. No prorations Prorations shall be made for rents, license payments, receivables or accounts ("REVENUES") delinquent as of the Closing Date, and no credit shall be given to Seller for any Revenues delinquent as of the Closing Date. As used in the immediately preceding sentence, the term "delinquent" shall mean, with respect to personal property taxes any Revenue, that the Revenue in question accrued at any time prior to the then- current calendar month. Nevertheless, if Buyer collects any Revenues that were delinquent on Personal Property or before the Closing, such Revenues shall be attributed first to the current Revenues and then to the portion that was delinquent on or before the Closing and Buyer shall promptly remit to Seller the portion of such Revenues collected, if any, attributable to the period of time prior to the Closing Date. (b) Tenants may be obligated to pay Additional Rents. With respect to any Additional Rents that are based upon Seller's warranty on estimates and that no personal property taxes are subject to adjustment and/or reconciliation after the Closing Date, Seller and Buyer shall re-prorate such Additional Rents (including any portions thereof that may be required to be refunded to Tenants) at the time that such estimates are actually adjusted and/or reconciled. Any amounts that may be due Seller as a result of such re-prorations shall be paid by Seller to Buyer promptly after written request therefor is delivered to Seller by Buyer (together with evidence reasonably satisfactory to Seller of the amounts due the Tenants). (c) Seller shall be responsible for the payment of any leasing commissions earned prior to the Effective Date, and Buyer shall be responsible for the payment of any leasing commissions earned from and after the Effective Date, regardless of when any such leasing commissions become due, provided that such commissions have been assessed disclosed to and approved by Buyer prior to expiration of the Inspection Period. Each party to this Agreement shall indemnify the other party against and hold the Personal Property other party harmless (using counsel reasonably satisfactory to such other party) from and against any and all damages, liabilities, costs, expenses and losses (including, but not limited to attorneys' fees and costs) arising out of any action for the previous five collection of leasing commissions that are such party's responsibility pursuant to this subsection. (5d) yearsThe provisions of this Section shall survive the Closing.

Prorations and Apportionments. V.8.1. (a) All revenues from the Property and all expenses of the Property shall be prorated and apportioned as of 12:01 a.m. a.m., Pacific time, on the Closing Date, so that Seller shall bear all expenses with respect to Date (the Property and shall have the benefit of all income with respect to the Property through and including the period preceding the Closing Date"PRORATIONS"). Any revenue or expense amount which cannot be ascertained with certainty as of the Closing Date Taxes shall be prorated on the basis of the parties' reasonable estimates of such amount (other than reimbursements for operating expenses not billed currently to tenants) and shall be the subject of a final proration thirty (30) days after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations shall be delivered to the Title Company. The Title Company shall not be required to calculate any prorations. V.8.2. Prepaid rents under the Leases shall be credited to Buyer. Amounts for free rents, concessions, lease takeovers and similar matters not previously paid or satisfied prior to the Closing Date shall be credited to Buyer. Rents in arrears will not be prorated, but will be paid to Seller by Buyer when collected by Buyer, such payment to occur every thirty (30) days following the Closing Date. Except as expressly provided for in SECTION 5.10 below, the first monies received by Buyer from each tenant after the Closing Date shall be applied first to current rents and other sums due and thereafter shall be applied to rent in arrears. V.8.3. Expenses to be prorated shall include taxes (other than personal property taxes on Personal Property), payments under any Service Contracts (provided that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents), gas, electricity and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. If possible, in lieu of prorating, utilities and other expenses shall be contracted for in the name of Buyer as of the Closing Date, with Seller being responsible directly based on a 365-day year. Contributors shall be charged and credited for such Prorations up to the Closing Date and the Company shall be charged and credited (or, at Contributors' option, paid by check for unused security or other deposits) for all of the same on and after the Closing Date. Prior to the Closing, the Company and Contributors shall review and approve the Prorations. If the actual amounts to be prorated are not then known, or if any additional expenses are incurred or income received after the date the Prorations are made, the Prorations shall be made on the basis of the best evidence then available. When actual figures are later received, a cash settlement will be made between Contributors and the Company. To the extent possible, Contributors shall have all metered utilities read by the applicable utility provider as of the Closing Date. As to each utility which is so read, Contributors shall have the responsibility to pay at Closing each bill xxxrefore, and others the Company shall be responsible for accrued and unpaid expensesall subsequent charges for such utilities. To the extent such utilities may not be read as of the Closing, such utility bills shall be prorated when the last bill xxxurred by Contributors is received. No prorations Prorations shall be made for rents, license payments, receivables or accounts ("REVENUES") delinquent as of the Closing Date, and no credit shall be given to Contributors for any Revenues delinquent as of the Closing Date. As used in the immediately preceding sentence, the term "delinquent" shall mean, with respect to personal property taxes any Revenue, that the Revenue in question accrued at any time prior to the then-current calendar month. Nevertheless, if the Company collects any Revenues that were delinquent on Personal Property based upon Selleror before the Closing, such Revenues shall be attributed first to the current Revenues and then to the portion that was delinquent on or before the Closing and the Company shall promptly remit to Contributors the portion of such Revenues collected, if any, attributable to the period of time prior to the Closing Date; provided, however, that Contributors shall not be entitled to commence any legal proceeding or alternative proceedings seeking to compel any Tenant to pay delinquent rents or amounts claimed to be owing by Contributors to the extent that such proceeding could have the effect of evicting such Tenant or otherwise interfering with the Tenant's warranty use and enjoyment of its lease with the LLC. The parties further agree that no personal property taxes Contributors shall have been assessed against a period of nine (9) months from the Personal Property for Closing Date to resolve any rent delinquencies existing as of the previous five Closing Date. (5b) years.Tenants may be obligated to pay Additional Rents. Contributors shall estimate a "true-up" of Additional Rents as of the Closing Date, and Additional Rents shall be prorated as of the Closing on the basis of such estimated true-up. Contributors and the Company shall re-prorate such Additional Rents (including any portions thereof that may be required to be refunded to Tenants) at the time that such estimated true-ups are actually adjusted and/or reconciled. Any amounts that may be due from Contributors as a result of such re-prorations shall be paid by

Prorations and Apportionments. V.8.1. All Except as otherwise provided in this Section 9.6 or elsewhere in this Agreement, all revenues from the Property and all expenses of the Property shall be prorated and apportioned (the "PRORATIONS") as of 12:01 a.m. 11:59 p.m. on the Closing Date, so that Seller shall bear all expenses with respect to the Property and shall have the benefit of all income with respect to the Property through and including the period preceding the Closing Date. Any revenue or expense amount which cannot be ascertained with certainty as of day before the Closing Date (the "CUTOFF TIME"), and Seller shall be charged and credited for such Prorations up to the Cutoff Time and Buyer shall be charged and credited for all of the same after the Cutoff Time. Prior to Closing, Buyer and Seller shall review and approve the Prorations. Except as otherwise specifically provided below, if the actual amounts to be prorated and apportioned are not then known, or if any additional revenues may be received or expenses incurred after the date the Prorations are made, the Prorations shall be made on the basis of the parties' reasonable estimates of such amount best evidence then available. In particular: (other than reimbursements for operating expenses not billed currently to tenantsa) All revenues actually collected and all expenses, as the case may be, under all Leases and Contracts (including, without limitation, the Parking Agreement) shall be prorated as of the subject Cutoff Time based on actual receipts received and actual days elapsed, and Seller shall not be credited with any revenues which are delinquent as of a final proration thirty (30) days the Closing. Any and all delinquent rental and other revenues collected by Buyer from any tenant under any Lease after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations shall be delivered to the Title Company. The Title Company shall not be required to calculate any prorations. V.8.2. Prepaid rents under the Leases shall be credited to Buyer. Amounts for free rents, concessions, lease takeovers and similar matters not previously paid or satisfied prior to the Closing Date shall be credited to Buyer. Rents in arrears will not be prorated, but will be paid to Seller by Buyer when collected by Buyer, such payment to occur every thirty (30) days following the Closing Date. Except as expressly provided for in SECTION 5.10 below, the first monies received by Buyer from each tenant after the Closing Date shall be applied first to current rent then due from such tenant, then to any delinquency due from such tenant accruing subsequent to Closing, and thereafter Buyer shall promptly remit to Seller any balance thereof until all delinquencies due from such tenant accruing prior to Closing have been paid in full. For six months after the Closing, Buyer shall use commercially reasonable efforts to collect such delinquent rents and other sums due revenues on behalf of Seller; provided, however, that Buyer shall not be required to commence litigation against any party to collect such delinquent amounts. (b) All real property taxes and thereafter assessments, personal property taxes, occupancy taxes, and business taxes shall be applied to rent in arrearsprorated as of the Cutoff Time, based on a 365-day year. V.8.3. Expenses to be prorated shall include taxes (other than personal property taxes on Personal Property)c) No provision has been made for the proration of utility charges (including, payments under any Service Contracts (provided that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents)without limitation, telephone, gas, electricity water, and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. If possible, in lieu of prorating, utilities and other expenses electricity) as all such services shall be contracted terminated for in the name of Buyer billing purposes as of the Closing Date and Buyer shall, prior to the Closing Date, make application for the continuation of such services in its name. It is further anticipated that in connection with Seller being responsible directly all such services, the meters will be read as nearly as possible to the Cutoff Time, and that Seller shall be responsible for paying the bills for such services during Seller's ownership of the Property up to the Cutoff Time, and that Buyer shall be responsible for the payment of all such utility provider and others for accrued and unpaid expensesaccounts thereafter. No prorations If any such utility accounts are not in respect to personal property taxes on Personal Property fact handled in this manner, they shall be prorated at Closing based upon Seller's warranty that no personal the best available information and settled within ninety (90) days as described in Section 9.6 (h) below. Seller shall not assign or transfer any utility deposits to Buyer, and all such deposits shall remain the property taxes have been assessed against of Seller after the Personal Property for Closing, and Seller shall be entitled to seek a refund thereof from the previous five (5) yearsrespective utilities. Buyer agrees to timely provide its own deposits to any utility requiring the same.